Broadcom proposes replacing Qualcomm's board in pursuit of $105 billion takeover

Evan Vucci  Associated Press

Evan Vucci Associated Press

The proposal was widely seen as a tactic to pressure Qualcomm to negotiate what would be the largest technology deal in history.

Last month, Broadcomm, a leading chip supplier to the wired, wireless, enterprise storage, and industrial end markets announced an unsolicited offer to buy Qualcomm.

Broadcom's gambit adds a new dimension to a struggle with immensely high stakes.

Broadcom said Qualcomm refuses to negotiate and has chose to take its offer directly to shareholders in a proxy fight.

Broadcom said earlier on Monday that it plans to nominate nine men and two women to be Qualcomm directors at the target company's annual meeting on March 6th, 2018. Proxy materials associated with the rival slates of candidates will most likely be distributed in January.

"We have heard from many Qualcomm stockholders who have expressed their desire for Qualcomm to engage with us". Although we are taking this step, it remains our strong preference to engage in a constructive dialogue with Qualcomm.

Qualcomm responded to the offer today by saying Broadcom's action was "a blatant attempt to seize control of the Qualcomm Board in order to advance Broadcom's acquisition agenda".

The board director slate that Broadcom puts forward will be heavily scrutinised, because its nominees will not just be asked to put Qualcomm up for sale, but will also have to oversee the company until a deal with Broadcom closes.

"No company in the industry is better positioned than Qualcomm in mobile, IoT (internet of things), automotive, edge computing and networking and to lead the transition to 5G (wireless)", Tom Horton, Qualcomm's presiding director, said in release.

"We have repeatedly attempted to engage with Qualcomm, and despite stockholder and customer support for the transaction, Qualcomm has ignored those opportunities".

Broadcom said that to "ensure continuity", if Qualcomm shareholders approve Broadcom's board nominees, it would support expanding Qualcomm's board to 14 members that would include current Qualcomm directors Mark McLaughlin, Anthony Vinciquerra and Jeffrey Henderson.

In its own statement, Broadcom said its proposal represented a 28 percent premium over the closing price of Qualcomm's common stock on November 2. Qualcomm stock was down 2.2%, near 64.05.

Tan said Broadcom had received "positive feedback from customers" about the proposed merger and was confident that regulatory requirements could be made.

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