Qualcomm Inc. said its top board members and executives met with Broadcom Ltd. representatives for two hours on Feb. 14, but said little else about the meeting.
Broadcom (Nasdaq: AVGO) wants to buy Qualcomm (Nasdaq: QCOM). Qualcomm has said it is open to talks if the end result maximizes shareholder value. However, Qualcomm has repeatedly said that Broadcom’s offers undervalue Qualcomm. Broadcom’s most recent public offer is $121 billion; its plan is to trade each Qualcomm share for $60 in cash and $22 in Broadcom stock.
“We met with representatives of Broadcom for two hours earlier today, and listened carefully to what they had to say,” Qualcomm said in a statement Feb. 14. “The Qualcomm board will promptly meet to discuss the meeting and to determine next steps.”
A source familiar with the meeting said, “Qualcomm listened but did not engage.”
The Wednesday meeting was in New York.
Representing Qualcomm at the meeting were Chairman Paul Jacobs, Presiding Director Tom Horton, CEO Steve Mollenkopf, President Cristiano Amon, CFO George Davis and General Counsel Don Rosenberg.
Broadcom’s pursuit of Qualcomm has taken several turns recently. Some highlights from a tumultuous first half of February:
• Broadcom announced a shift in its proxy fight strategy Feb. 13, saying it would ask Qualcomm shareholders to elect six, rather than 11, directors nominated by Broadcom. Broadcom’s six board nominees are Samih Elhage, David Golden, Veronica Hagen, Julie Hill, John Kispert and Harry You. Broadcom said five Qualcomm directors could stay for the sake of business continuity. Meanwhile, all 11 Qualcomm board members are running for reelection.
• Broadcom said Feb. 12 that it lined up as much as $100 billion in financing for its acquisition of Qualcomm. Financial institutions that will provide the credit facilities and bridge financing for the transaction are BofA Merrill Lynch, Citigroup, affiliates of Deutsche Bank AG, J.P. Morgan, Mizuho, MUFG, SMBC, Wells Fargo, Scotiabank, BMO Capital Markets, RBC Capital Markets and Morgan Stanley. Meanwhile, Silver Lake, KKR and CVC Capital Partners have agreed to provide $6 billion convertible notes financing to fund the transaction.
• Qualcomm declined Broadcom’s $121 billion offer Feb. 8. Qualcomm filed a statement with securities regulators indicating its reservations with Broadcom’s latest bid, and asserting that two of its customers — both representing more than $1 billion of work — said they would take their business elsewhere if Broadcom takes charge of Qualcomm. “This is due to their lack of confidence in Broadcom’s ability to continue to lead in technology,” Qualcomm said.
• Qualcomm Chairman Paul Jacobs’ response to Broadcom, filed with regulators Feb. 8, noted that there is a risk of irreparable harm to Qualcomm if the transaction falls apart midway through the process. “Is Broadcom willing to commit to take whatever actions are necessary to ensure the proposed transaction closes?” Jacobs wrote. “… If you are not willing to agree to do whatever is necessary to ensure a transaction closes, we will need you to be extremely clear and specific about exactly what actions you would refuse to take, so that we can properly evaluate the risk to Qualcomm’s shareholders.”
• A Broadcom attorney said Feb. 5 that his company plans to sell Qualcomm’s Wi-Fi networking processor business, as well as its radio-frequency front end electronics business, to avoid antitrust objections from governments around the world. The latter is a joint venture between Qualcomm and TDK.
Attorney Daniel Watkins of Latham & Watkins LLP made the statements in a wide-ranging document about the deal’s legal ramifications, which Broadcom filed with securities regulators.