Broadcom Limited has announced that it has filed preliminary proxy materials with the Securities and Exchange Commission in connection with its planned solicitation of proxies to elect 11 independent, highly qualified nominees to the Qualcomm Incorporated Board of Directors at Qualcomm's 2018 Annual Meeting of Stockholders, which Qualcomm has announced will be held on March 6, 2018.
Broadcom also announced that it has filed a premerger notification under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 with the U.S. Department of Justice Antitrust Division and the Federal Trade Commission regarding its proposed acquisition of Qualcomm.
According to Hock Tan, President and Chief Executive Officer of Broadcom - Their Board and management team are committed to consummating this transaction as soon as possible. They continue to receive positive feedback from stockholders and customers, and they have made clear to Qualcomm that it remains their strong preference to engage in constructive dialogue regarding the value-enhancing proposal they put forward more than a month ago. Broadcom is seeking the election of the 11 independent, highly qualified nominees to the Qualcomm Board because they believe that Qualcomm stockholders would be better served by these candidates than the current directors of Qualcomm who have refused to engage with them on a compelling, value-enhancing opportunity for Qualcomm stockholders.
As previously announced, Broadcom is seeking to have the following nominees elected to the Qualcomm Board: Samih Elhage, Raul J. Fernandez, Michael S. Geltzeiler, Stephen J. Girsky, David G. Golden, Veronica M. Hagen, Julie A. Hill, John H. Kispert, Gregorio Reyes, Thomas S. Volpe and Harry L. You. The 11 new, independent nominees bring significant technology sector, financial and operational experience.
To ensure continuity, Broadcom would support a decision by the 11 new directors, upon their election to the Qualcomm Board, to increase the size of the Board and reappoint Mark D. McLaughlin, Anthony J. "Tony" Vinciquerra and Jeffrey W. Henderson as directors.
On November 6, 2017, Broadcom proposed to acquire all of the outstanding shares of Qualcomm for per share consideration of $70.00 in cash and stock, consisting of $60.00 in cash and $10.00 in Broadcom shares. Broadcom's offer represents a 28% premium over the closing price of Qualcomm's common stock on November 2, 2017, the last unaffected trading day prior to media speculation regarding a potential transaction, and a premium of 33% to Qualcomm's unaffected 30-day volume-weighted average price. The Broadcom proposal stands whether Qualcomm's pending acquisition of NXP Semiconductors N.V. is consummated on the currently disclosed terms of $110 per NXP share or is terminated. Broadcom expects that the proposed transaction would be completed within approximately 12 months following the signing of a definitive agreement.
