Broadcom Receives Second Request From FTC Under HSR Act

Broadcom Limited has received a request for additional information and documentary material from the Federal Trade Commission in connection with Broadcom’s proposed acquisition of Qualcomm Incorporated.

The second request was expected as a normal part of the regulatory approval process. Second requests are common in similar transactions, and this signifies that Broadcom is moving into the next stage of the U.S. antitrust review process.

The effect of the second request is to extend the 30-day waiting period imposed by the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. Broadcom may not close the proposed acquisition until 30 days after it has substantially complied with the request, unless that period is extended voluntarily by Broadcom or terminated sooner by the FTC. Broadcom is cooperating with the FTC staff to obtain regulatory approval for the proposed transaction on a timely basis. 

On November 6, 2017, Broadcom proposed to acquire all of the outstanding shares of Qualcomm for per share consideration of $70.00 in cash and stock, consisting of $60.00 in cash and $10.00 in Broadcom shares. This offer represents a 28% premium over the closing price of Qualcomm’s common stock on November 2, 2017, the last unaffected trading day prior to media speculation regarding a potential transaction, and a premium of 33% to Qualcomm’s unaffected 30-day volume-weighted average price. The Broadcom proposal stands whether Qualcomm’s pending acquisition of NXP Semiconductors N.V. is consummated on the currently disclosed terms of $110 per NXP share or is terminated. Broadcom expects that the proposed transaction would be completed within approximately 12 months following the signing of a definitive agreement.

Moelis & company LLC, Citi, Deutsche Bank, J.P. Morgan, BofA Merrill Lynch, Morgan Stanley and Wells Fargo Securities are acting as financial advisors to Broadcom. Wachtell, Lipton, Rosen & Katz and Latham & Watkins LLP are acting as legal counsel.

More information regarding Broadcom’s proposal for Qualcomm

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