Broadcom fires board broadside from shaky platform


Chipmaker Broadcom Ltd made its first formal move toward a hostile bid to take over Qualcomm Inc on Monday, laying out a slate of 11 nominees it wants to put on the board of the USA semiconductor firm.

Qualcomm, which remains vehemently opposed to a deal, had been courting its shareholders in recent weeks to gain their backing in the expected proxy fight.

Broadcom's gambit adds a new dimension to a struggle with immensely high stakes.

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Last month, Broadcomm, a leading chip supplier to the wired, wireless, enterprise storage, and industrial end markets announced an unsolicited offer to buy Qualcomm. Qualcomm argued that its existing ownership and management would provide a greater long-term return to shareholders, in part because of its strong position in technologies such as the coming generation of 5G cellular communications.

Broadcom said earlier on Monday that it plans to nominate nine men and two women to be Qualcomm directors at the target company's annual meeting on March 6, 2018. After its offer was rejected, Broadcom said that it is reconsidering its offer to buy Qualcomm.

"The nominations give Qualcomm stockholders an opportunity to voice their disappointment with Qualcomm's directors and their refusal to engage in discussions with us". In a statement, Qualcomm dismissed the move as a "blatant attempt to seize control of the Qualcomm board in order to advance Broadcom's acquisition agenda".

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"These nominees are inherently conflicted given Broadcom's desire to acquire Qualcomm in a manner that dramatically undervalues Qualcomm to Broadcom's benefit". The effort is reportedly backed by Silver Lake Partners, a private equity firm that previously teamed up with Broadcom on an unsuccessful bid for Toshiba Corp.'s flash memory business.

"Broadcom (is) effectively asking stockholders to foreclose options and make a decision now on a non-binding proposed transaction which could not be completed for well over a year, if ever, given the magnitude of regulatory issues, the absence of commitments by Broadcom to resolve those issues, Broadcom's lack of committed financing, and the uncertainty surrounding its transition from Singapore to the United States", Qualcomm replied.

Several large investors in Qualcomm have expressed their opposition to the current offer but would be open to a higher bid, according to people with direct knowledge of the matter.

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