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Friday, December 22, 2017
Qualcomm Board Rejects Director Nominees Proposed by Broadcom and Silver Lake Partners


Qualcomm on Friday rejected the 11 director nominees picked by Broadcom and private-equity firm Silver Lake Partners, setting the stage for a bitter proxy battle between the chipmakers.

Qualcomm today also filed its preliminary proxy statement with the U.S. Securities and Exchange Commission in connection with Qualcomm's upcoming 2018 Annual Meeting.

Broadcom earlier this month took its first formal step to replace Qualcomm's board with its slate of nominees.

After a thorough review of the Broadcom-Silver Lake nominees, Qualcomm's governance committee concluded that these nominees "are inherently conflicted and would not bring incremental skills or expertise to the Qualcomm Board." Qualcomm's Board is nominating its 11 incumbent directors for re-election at the 2018 Annual Meeting.

Qualcomm in November rejected Broadcom's $103 billion cash-and-stock bid, saying it undervalued the company.

"Broadcom and Silver Lake are asking Qualcomm stockholders to turn over control of their company now to the hand-picked Broadcom-Silver Lake nominees based on a proposal that dramatically undervalues Qualcomm and is not actionable due to its significant regulatory uncertainty, which may not be resolved for 18 months, if ever, and lack of committed financing. Broadcom has made no commitments to resolve the serious regulatory issues inherent in its proposal, "Qualcomm said.



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