Broadcom’s Hostile Takeover of Qualcomm May Be Dead

To say that Broadcom Ltd. (NASDAQ: AVGO) reacted badly Tuesday when Qualcomm Inc. (NASDAQ: QCOM) raised its offer for NXP Semiconductors Inc. (NASDAQ: NXPI) probably would be an understatement. Broadcom had last week sweetened its hostile bid for Qualcomm on the condition that Qualcomm either give up on its acquisition of NXP or complete the deal at the existing offer of $110 a share.

In a move Wednesday morning that is likely only to kill its hostile offer to acquire Qualcomm, Broadcom revised its $82 per share bid down to $79 per share in cash and Broadcom stock. The cash part of the deal has been reduced from $60 a share to $57 a share. If Qualcomm’s offer for NXP falls through, Broadcom said it would automatically raise its offer back to $82 a share ($60 in cash).

Now Broadcom is pinning its tattered acquisition hopes on Qualcomm’s annual shareholders’ meeting scheduled for March 6. Broadcom has offered a slate of six candidates for Qualcomm’s board.

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Broadcom did not waste the opportunity to give Qualcomm a little tongue-lashing:

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.

But absent sticks and stones, words won’t hurt Qualcomm management or its board. The only realistic hope Singapore-based Broadcom has left is that China’s Ministry of Commerce will reject the Qualcomm-NXP deal. Regulatory agencies in seven other countries have already approved the deal, so a Chinese rejection appears highly unlikely.

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