Broadcom Makes One Final Offer To Buy QUALCOMM, Inc. (QCOM)

REUTERS

The offer represents a 50 percent premium over the value of Qualcomm's stock on November 2, the last day before reports surfaced that Broadcom would bid to acquire the company.

After Qualcomm rejected its earlier offer, Broadcom and private equity firm Silver Lake Partners took the offer hostile by nominating 11 directors to its board in December.

Broadcom is sweetening its offer to acquire Qualcomm for more than $121 billion.

NXP stock has been trading above Qualcomm's offer price for months, and only a tiny fraction of the company's shareholders have tendered their shares to Qualcomm.

Qualcomm is reviewing the offer and said it would have no further comment on the matter until its board has completed the review.

If Broadcom succeeds with its plans, the deal would turn the company into the world's third-largest semiconductor company behind only Intel and Samsung Electronics.

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In a presentation last month meant to defend the company against Broadcom's advances, Qualcomm said it could garner the same $1.50-a-share earnings accretion it's targeting from the NXP deal in fiscal 2019 with a "substantial share repurchase".

Broadcom's move would create a tech giant whose products would be used in almost all of the world's smartphones. Its first offer, of US$70 per share, in November comprised US$60 in cash and US$10 in stock.

Qualcomm had previously rejected Broadcom's $103bn (£73bn) buyout proposal, which it said "dramatically undervalued" the company. Broadcom is reportedly considering a new bid worth between $80 and $82 dollars a share. This will increase the "cash consideration payable to Qualcomm stockholders", and even better, in the "unlikely event" regulatory approvals are never obtained, Broadcom is prepared to cough up a "reverse termination fee" in an amount "appropriate for a transaction of this size".

He wants Qualcomm for its leading smartphone modem chip division, an example of what he has called a "franchise" that will continue to dominate.

Broadcom is willing to agree to a regulatory efforts provision that is at least as favorable as the one Qualcomm provided to NXP.

Qualcomm, which provides chips to carrier networks to deliver broadband and mobile data, has been trying to close its US$38bn acquisition of automotive chip-maker NXP Semiconductors after signing a deal in October 2016. The offer is also predicated on Qualcomm not delaying its annual meeting past 6 March 2018. And Broadcom offered to keep Paul Jacobs, son of co-founder Irwin Jacobs, and one other current Qualcomm director on the board of the combined company.

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