UPDATED 12:05 EST / DECEMBER 04 2017

INFRA

Eyeing hostile takeover, Broadcom pushes to oust Qualcomm’s board

Three weeks after its record-breaking $105 billion bid to acquire Qualcomm Technologies Inc. was rebuffed, Broadcom Ltd. is escalating its takeover effort.

The semiconductor giant today issued a proposal to unseat Qualcomm’s board of directors, which unanimously rejected last month’s acquisition offer for being too low. Broadcom has put together a list of 11 replacement nominees that include former executives from General Motors Co. and Nokia OYJ. 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.

The company will have an opportunity to put the proposal up for vote during Qualcomm’s annual shareholder meeting on March 6. Effectively, Broadcom is seeking to bypass the current company leadership and go directly to investors with its takeover bid by asking them to appoint directors who would support the offer.

The company isn’t fully committing to a proxy battle quite yet, however. Broadcom chief executive Hock Tan said in a statement that “it remains our strong preference to engage in a constructive dialogue with Qualcomm.” Moreover, the company stated that it would support expanding the 11-person board to make room for three current directors if the replacement proposal is accepted.

Predictably, the plan has been met with resistance. 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.” The company added that the 11 board nominees “are inherently conflicted given Broadcom’s desire to acquire Qualcomm in a manner that dramatically undervalues” its stock.

The $105 billion takeover effort would produce the largest acquisition in the history of the tech industry should it prove successful. However, Qualcomm argues that Broadcom is being opportunistic and seeks to exploit the recent drop in its stock price to pull off an acquisition on the cheap at shareholders’ expense.

The decline is the result of an ongoing legal feud with Apple Inc. that shows no signs of abating. To further complicate matters, Qualcomm is currently pursuing a multibillion-dollar acquisition of its own that has received significant regulatory scrutiny. This could make it harder for Broadcom to secure approval for its $105 billion bid, which would be tricky to complete even under normal circumstances.

All of these factors should make for an interesting proxy battle. If Broadcom manages to pull off the acquisition, it could reshape the global semiconductor industry.

Image: Qualcomm

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