Two days after a face-to-face meeting with Broadcom Ltd. representatives, Qualcomm Inc.’s board said Feb. 16 that it had several problems with Broadcom’s proposal to buy Qualcomm. However, it said it was open to more talks.
Broadcom (Nasdaq: AVGO) has offered $121 billion for Qualcomm (Nasdaq: QCOM). Qualcomm says the offer “materially undervalues” Qualcomm and contains a high level of risk.
Among Qualcomm’s objections: “Broadcom insists on controlling all material decisions regarding our valuable licensing business during the extended period between signing and a potential closing, which would be problematic and not permitted under antitrust laws.” The statement comes from a Feb. 16 letter from Qualcomm Chairman Paul Jacobs to Broadcom CEO Hock Tan.
Broadcom has been highly critical of Qualcomm’s legal battles, which center on Qualcomm’s business licensing intellectual property for wireless communications. Large customers are withholding fees to Qualcomm during the legal fight.
Qualcomm added that the $8 billion breakup fee offered by Broadcom “does not come close to compensating” for the risk of the transaction not closing.
Qualcomm said it was happy that Broadcom representatives were willing to agree to more antitrust-related divestitures than Broadcom originally stated. Qualcomm said it is concerned that the acquisition process would slow down during antitrust scrutiny.
Broadcom has nominated its own slate of candidates for Qualcomm’s board – but recently said it will ask Qualcomm shareholders to elect six, not 11 new board members -- asserting that it can run the business better than the current board. The board election culminates at Qualcomm’s annual meeting March 6.
All of Qualcomm’s directors are running for reelection. Qualcomm said it is “highly confident” in the board’s ability to deliver value to stockholders.