Broadcom Offers Now $79 Per Qualcomm Share

Broadcom Limited issued the following statement:

Broadcom reaffirms its commitment to acquiring Qualcomm, Inc., and is adjusting its offer following the Qualcomm board’s decision to transfer $4.10 per Qualcomm share (or $6.2 billion of value) from Qualcomm stockholders to NXP stockholders. 

Broadcom is prepared to acquire Qualcomm for $79 per Qualcomm share, consisting of $57 in cash and $22 in Broadcom shares (premised on Qualcomm’s revised agreement to acquire NXP Semiconductors, N.V. at $127.50 per NXP share). 

In addition, Broadcom’s proposed merger agreement for Qualcomm would provide for an automatic increase of $3 in cash per Qualcomm share, or a total of $82 per Qualcomm share, consisting of $60 in cash and $22 in Broadcom shares, in the event that Qualcomm is unable to complete the NXP acquisition. 

Broadcom’s proposed merger agreement otherwise remains unchanged, including the $8 billion regulatory reverse termination fee and 6% per annum (net of dividends) ticking fee accruing from and after the 12-month anniversary of the date of the merger agreement.

Broadcom believes that a responsible Qualcomm board could have preserved value by following ISS’s clear recommendation to work with Broadcom on the NXP transaction and negotiate the sale of Qualcomm to Broadcom. Instead Qualcomm’s board acted against the best interests of its stockholders by unilaterally transferring excessive value to NXP’s activist stockholders. 

Despite this direct value transfer, Broadcom remains committed to delivering a value-maximizing offer to Qualcomm stockholders.

Broadcom remains confident that Qualcomm’s stockholders will continue to support its proposal to acquire Qualcomm, and looks forward to concluding a transaction with this Qualcomm board of directors, or the newly elected Qualcomm board following its annual meeting on March 6, 2018.

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