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Broadcom’s Revised Acquisition Bid Rejected By Qualcomm, Proposes Meeting To Settle Issues With Bid

Broadcom’s Revised Acquisition Bid Rejected By Qualcomm, Proposes Meeting To Settle Issues With Bid
A revised $121 billion buyout offer by Broadcom Ltd was rejected outright by U.S. semiconductor company Qualcomm Inc. However, the later has proposed a meeting of the two companies to discuss what it referred to as “serious deficiencies in value and certainty” in the bid by the former.
Qualcomm has bene under pressure from some of its shareholders in recent times to join hands with its closest rival if the deal was a favorable one while it also faced some stiff opposition and resistance to the acquisition attempt by Broadcom. The refusal and the proposal for a meeting strikes a balance by Qualcomm between the two forces.
 A likely meeting is possible between the two companies on Tuesday even though Broadcom is reported to have proposed a meeting during the weekend but Qualcomm preferred a date the week after as both the companies held meeting with their respective proxy advisors Glass Lewis and ISS.
“We hope that your willingness to meet with us reflects Qualcomm’s genuine intent to reach an agreement with respect to our February 5 proposal,” Broadcom CEO Hock Tan told Qualcomm Executive Chairman Paul Jacobs in a letter published by Broadcom.
There was strong support from the stockholders of Qualcomm, claimed Broadcom and said that the latest offer by it was “best and final”.
A $103 billion offer by Broadcom for Qualcomm was rejected by the later in November. In response, Qualcomm’s board. Was replaced by a slate of directors nominated by Broadcom.
The nominations would be voted by shareholders of Qualcomm in a meeting on March 6.
Qualcomm said that the latest offer made by Broadcom was not enough to meet the regulatory commitments that a potential deal would because there is strong antirust issues inv0lved and termed the offer to be materially devaluing the company. Broadcom made an offer of $82 per share offer including $60 per share in cash and $22 per share in stock.
A breakup fee of $8 billion has been promised to be paid by Broadcom if the deal is negated by regulators in addition to a “ticking” fee of 6 per cent per year on the cash part of the deal in case it takes more than 12 months to complete. 
Qualcomm has claimed that the alternatives offered by Broadcom were insufficient to compensate for a number of large customers should they decide to move away or overstep the agreements for licenses.
“If you are not willing to agree to do whatever is necessary to ensure a transaction closes, we will need you to be extremely clear and specific about exactly what actions you would refuse to take, so that we can properly evaluate the risk to Qualcomm’s shareholders,” Qualcomm’s Jacobs wrote to Broadcom’s Tan in a letter published by Qualcomm.
There is a proposal by Broadcom to sell of two of Qualcomm’s business units – the RF Front End chips for mobile phones and Wi-Fi networking processors, to address the potential antitrust issues. But Qualcomm has argued that it does not believe that these would be good enough to satisfy the potentially high antitrust issues that could rise form the deal.

Christopher J. Mitchell

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