Last month, Broadcom officially expressed its intention to acquire Qualcomm, offering $103 billion in cash and stock to take over the San Diego, California-based chipmaker. It wasn’t enough to impress the board members at Qualcomm, who said it undervalued the company. Qualcomm’s investors suggested an increased bid would seal the deal, but Broadcom’s pursuing another route: A hostile takeover.
On Monday, Broadcom and Silver Lake, a private equity investor, unveiled a slate of 11 nominees to Qualcomm’s board — the first step in a potential hostile takeover bid. 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. But they face heavy scrutiny.
In a statement, Qualcomm called it a “blatant attempt to seize control of the […] board in order to advance Broadcom’s acquisition agenda,” and said that the nominees are inherently conflicted given Broadcom’s desire to acquire Qualcomm:
Broadcom and Silver Lake are effectively asking stockholders to foreclose options and make a decision now on a non-binding proposed transaction which could not be completed for well over a year, if ever, given the magnitude of regulatory issues, the absence of commitments by Broadcom to resolve those issues, Broadcom’s lack of committed financing, and the uncertainty surrounding its transition from Singapore to the United States.
Broadcom countered in a statement Monday, saying that while some Qualcomm board members felt its bid undervalued the company, they’ve heard from a lot of shareholders who say they are interested in the acquisition.
“We have repeatedly attempted to engage with Qualcomm, and despite stockholder and customer support for the transaction,” Chief Executive Hock Tan said. “Qualcomm has ignored those opportunities. The nominations give … stockholders an opportunity to voice their disappointment.”
If Broadcom follows through with its hostile takeover plans, it’ll face a long, protracted battle that could take well over a year.
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