Qualcomm has issued a statement after members of its Board and its senior management team met with Broadcom Limited to discuss the on-going acquisition proposal on 14th Feb, 2018. They said that they met with Broadcom and carefully listened to what they had to say. They will now discuss this further with the Qualcomm Board to determine next steps.
Right before the meeting, on 13 Feb, Broadcom announced that it will now seek the election of only six board members, rather than 11, nominees that they had originally proposed to Qualcomm. If elected, these six highly qualified nominees would constitute a majority of Qualcomm's 11-person board.
The six nominees are Samih Elhage, David Golden, Veronica Hagen, Julie Hill, John Kispert and Harry You. By electing all of the Broadcom nominees, Qualcomm stockholders will direct a simple majority of the board to transact with Broadcom on its highly compelling proposal, while also ensuring that there is board continuity with the remaining five directors.
Electing a majority of new board members is the only way for Qualcomm stockholders to obtain the benefit of Broadcom's best and final offer for Qualcomm of $82 per share ($121 Billion), which will be withdrawn following the determination of results at the March 2018 Annual Meeting unless Broadcom has entered into a definitive agreement to acquire Qualcomm or Broadcom's six independent nominees are elected.
Qualcomm participants in the meeting were Chairman of the Board Paul E. Jacobs, Presiding Director Tom Horton, Chief Executive Officer Steve Mollenkopf, President Cristiano Amon, Chief Financial Officer George Davis, and General Counsel Don Rosenberg.
Goldman Sachs & Co. LLC, Evercore and Centerview Partners are acting as financial advisors to Qualcomm. Paul, Weiss, Rifkind, Wharton & Garrison LLP, Cravath, Swaine & Moore LLP and DLA Piper LLP (US) are acting as legal advisors.
Click here to know more about the Qualcomm 2018 Annual Meeting of Stockholders regarding the Broadcom acquisition proposal.
