Broadcom Disappointed Will of Qualcomm Stockholders to Be Deferred

Broadcom Limited issued the following statement:

Broadcom was informed on Sunday night that on January 29, 2018, Qualcomm Corp. secretly filed a voluntary request with CFIUS to initiate an investigation, resulting in a delay of Qualcomm’s Annual Meeting 48 hours before it was to take place.

This was a blatant, desperate act by Qualcomm to entrench its incumbent board of directors and prevent its own stockholders from voting for Broadcom’s independent director nominees.

It is critical that Qualcomm stockholders know that Qualcomm did not once mention submitting a voluntary notice to CFIUS in any of its interactions with Broadcom to date, including in the two meetings on February 14, 2018 and on February 23, 2018. This can only be seen as an intentional lack of disclosure – both to Broadcom and to its own stockholders. This brings Qualcomm’s ‘engagement theater’ to a new low.   
 
On November 2, 2017, Broadcom made a public commitment to redomicile to the United States and this process is well underway. The SEC has cleared Broadcom’s preliminary proxy statement, and Broadcom continues to expect to receive all requisite approvals to complete the process by the end of its fiscal second quarter ending May 6, 2018. Broadcom continues to pursue the redomiciliation process as expeditiously as possible. Upon completion of the re-domiciliation, Broadcom’s proposed acquisition of Qualcomm will not be a CFIUS covered transaction.

Broadcom, which is run by a board of directors and senior management team consisting almost entirely of Americans, and which is largely owned by the same United States institutional investors that own Qualcomm, recognizes the important role CFIUS plays in protecting our national security, and is fully committed to cooperating with CFIUS in any review, just as Broadcom did during its prior successful acquisitions, including its acquisition of Brocade at the end of 2017.

It should be clear to everyone that this is part of an unprecedented effort by Qualcomm to disenfranchise its own stockholders.

Moelis & Company LLC, Citi, Deutsche Bank, J.P. Morgan, BofA Merrill Lynch, Morgan Stanley and Wells Fargo Securities are acting as financial advisors to Broadcom. Wachtell, Lipton, Rosen & Katz, Latham & Watkins LLP, Simpson Thacher & Bartlett LLP and O’Melveny & Myers LLP are acting as legal counsel.

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