Broadcom Proposes Unseating Qualcomm Board as Takeover Fight Escalates

Broadcom Proposes Unseating Qualcomm Board as Takeover Fight Escalates

2017-12-04 12:33:46

Friday is the deadline to propose director candidates. Broadcom is scheduled to announce quarterly earnings on Wednesday afternoon, and it may discuss its plans regarding Qualcomm during the conference call that it has scheduled for that day.

“We have repeatedly attempted to engage with Qualcomm, and despite stockholder and customer support for the transaction, Qualcomm has ignored those opportunities,” Broadcom’s chief executive, Hock Tan, said in a statement.

“The nominations give Qualcomm stockholders an opportunity to voice their disappointment with Qualcomm’s directors and their refusal to engage in discussions with us.”

Broadcom also said that if the 11 nominees were appointed, it would support expanding the board to add three current members: Mark D. McLaughlin, Anthony J. Vinciquerra and Jeffrey W. Henderson.

Qualcomm, based in San Diego, gets most of its revenue from selling chips but most of its profits from patent royalties that it charges handset makers. Qualcomm moved to sharply expand its business last year with a $38.5 billion deal to acquire NXP Semiconductors, a transaction that is still awaiting regulatory approval.

Some aspects of Qualcomm’s licensing business and other practices have prompted antitrust challenges around the world, including a suit by the Federal Trade Commission. Apple, a longtime user of Qualcomm’s cellular chips, set off a separate legal struggle by filing a suit challenging the company’s patent-licensing fees.

Broadcom also counts Apple as a key customer for a different class of wireless chips. If Broadcom were successful in taking over Qualcomm, analysts expect that Mr. Tan would move to end the battle with Apple and modify Qualcomm’s licensing practices.

Any purchase of Qualcomm would almost certainly face a lengthy regulatory review. Besides antitrust concerns, the possibility of sensitive American technology falling into foreign hands would be examined closely by the Committee on Foreign Investment in the United States, or CFIUS.

Broadcom, although managed from San Jose, Calif., is headquartered in Singapore. Mr. Tan pledged before announcing the Qualcomm bid to shift Broadcom’s home base to the United States — a move that might help it evade a CFIUS review — but no further action to move its headquarters has been announced.

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