Broadcom escalates Qualcomm takeover fight, proposes to replace the entire board

Broadcom fires board broadside from shaky platform

Broadcom stepped up its pursuit of rival Qualcomm this morning, announcing plans to nominate 11 members to Qualcomm's board of directors and "to propose certain other matters for the consideration of Qualcomm stockholders" in an effort to acquire the company. The recruitment pool, which includes a former president of Nokia's the Mobile Networks group and a former director and chairman of the board of Dialog Semiconductor, would oversee Qualcomm's day-to-day operations until a deal with Broadcom closed.

The Singapore-based chip maker made an unsolicited offer on November 6 for to acquire Qualcomm for $70.00 per share in cash and stock, a 28 percent premium over the closing price of Qualcomm's stock on November 2. Satisfying shareholder concerns on price and regulatory risks is also needed. Qualcomm also argued that the deal would bring "significant regulatory uncertainty" which could have led to outright regulatory rejection, complicated discussions, and a long road to meet legal requirements and maintain value.

The move sets the stage for a showdown over the future of San Diego's largest tech company - one of only two Fortune 500 firms headquartered locally.

Qualcomm said Monday that the Broadcom offer undervalues Qualcomm's growth prospects in the Internet of Things, 5G, automotive and data center networking markets.

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Later, Qualcomm's Board of Directors unanimously rejected the proposal announced by Broadcom. "Qualcomm stockholders expect a board that will support this innovation while evaluating objectively the full range of opportunities available to maximize value for all Qualcomm stockholders". After its offer was rejected, Broadcom said that it is reconsidering its offer to buy Qualcomm.

It added that it supports the reappointment of Mark McLaughlin, Anthony Vinciquerra and Jeffrey Henderson - the Qualcomm directors backed by Jana - and would seek to enlarge the size of the board to accommodate them. "Qualcomm has ignored those opportunities".

Several large investors in Qualcomm have expressed their opposition to the current offer but would be open to a higher bid, according to people with direct knowledge of the matter. Qualcomm's investors suggested an increased bid would seal the deal, but Broadcom's pursuing another route: A hostile takeover.

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