Broadcom’s Attempts at Genuine Engagement Met with Qualcomm’s “Engagement Theater”

Broadcom Limited issued the following statement:

Broadcom has and will always welcome genuine engagement with Qualcomm. It does not believe that the process outlined by Qualcomm, Inc. today is designed to lead to a prompt agreement. 

Qualcomm’s disingenuous process defers the question of price, even after Qualcomm’s presiding director Tom Horton last week publicly stated that the Qualcomm board views Broadcom’s proposed price as “not even close.”

Broadcom believes Qualcomm’s sudden request to enter into an NDA is a result of Qualcomm finally beginning to recognize the will of its stockholders. While Broadcom repeatedly attempts genuine engagement with Qualcomm, including having proposed constructive solutions to Qualcomm’s concerns and having demonstrated flexibility at meetings on both February 14 and February 23, Qualcomm has only feigned engagement.

Broadcom’s proposal has never been conditioned on due diligence and Broadcom continues to be prepared to move forward immediately, without diligence. In short, there is no cause to delay the Qualcomm annual meeting. Broadcom would be happy to provide confirmatory reverse due diligence upon an agreement on all material terms, including price, as is customary.

At the meeting between Broadcom and Qualcomm on February 23 (which Broadcom initiated, like all other meetings), Qualcomm refused to confirm that it will hold its previously scheduled stockholder vote on March 6. Its owners deserve the chance to preserve Broadcom’s $79 per Qualcomm share offer. Broadcom, as a stockholder of Qualcomm, will fight to ensure the ability of Qualcomm’s owners to determine Qualcomm’s future.

Broadcom stands ready to negotiate its proposal on a comprehensive basis on terms that are realistic for both parties and their respective stockholders, but has not yet found a counterparty prepared to do the same. If the current Qualcomm board remains unwilling to genuinely engage – and continues with ‘engagement theater’ on this basis – Broadcom looks forward to negotiating in good faith with the newly-elected Qualcomm board following the its annual meeting on March 6.

Broadcom continues to urge Qualcomm stockholders to vote the entire Blue proxy card for all six Broadcom nominees to show support for the proposal.

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