Broadcom Ltd. increased its bid for Qualcomm Inc. to $82 per share, and has invited Qualcomm Executive Chairman Paul Jacobs and one fellow director to sit on the combined company’s board.
If completed, the acquisition would be the largest technology deal ever, valuing Qualcomm (Nasdaq: QCOM) at $121 billion.
Broadcom (Nasdaq: AVGO)’s new bid, announced Feb. 5, would exchange each Qualcomm share for $60 in cash and $22 in Broadcom stock. Broadcom called the new bid its best and final offer.
In an investor presentation, Broadcom accused Qualcomm of breaking multiple promises to shareholders and said Qualcomm’s plan to remain as an independent company is “not credible.” It also criticized Qualcomm’s regulatory troubles and business conflicts, such as its litigation with Apple Inc. Qualcomm has called the latter Apple (Nasdaq: AAPL)’s way of negotiating a better deal for itself.
Qualcomm said it received Broadcom’s Feb. 5 bid, its board will review it, and it would have no comment on the matter until the board completes its review. The board previously said that Broadcom’s original, $70 bid “dramatically undervalues” the company. Broadcom made its original bid in November.
Goldman Sachs & Co. LLC, Evercore and Centerview Partners are acting as financial advisers to Qualcomm. Paul, Weiss, Rifkind, Wharton & Garrison LLP; Cravath, Swaine & Moore LLP; and DLA Piper LLP are acting as legal advisers.
Moelis & Company LLC, Citi, Deutsche Bank, J.P. Morgan, BofA Merrill Lynch, Morgan Stanley and Wells Fargo Securities are acting as financial advisers to Broadcom. Wachtell, Lipton, Rosen & Katz; Latham & Watkins LLP; and Simpson Thacher & Bartlett LLP are acting as legal counsel.
Broadcom said its offer hinges on Qualcomm not delaying or adjourning its annual meeting past March 6. Broadcom has nominated an entirely new slate of directors for the Qualcomm board. Qualcomm is urging its shareholders to reelect its directors.
Broadcom said it has fully negotiated committed financing for its acquisition of Qualcomm, including convertible debt financing with Silver Lake Partners.
Separately on Feb. 5, several media sources reported analyst speculation that Apple would drop Qualcomm and turn to Intel exclusively to supply all of its modem electronics.