Responding to a recent letter sent by Broadcom to Qualcomm stockholders, Qualcomm today urges stockholders to reject Broadcom's "dramatically Undervalued" takeover proposal by voting for re-election of Qualcomm's board.
Qualcomm is holding its 2018 Annual Meeting of Stockholders, on March 6, 2018, The company's stockholders of record on January 8, 2018 will be entitled to vote for a new board at the meeting.
On November 6, 2017, Broadcom made a proposal to acquire Qualcomm for $70.00 per share in cash and stock. On November 13, 2017, Qualcomm's Board rejected Broadcom's proposal, saying that it was undervaluing the company.
Brocadcom last week filed and commenced mailing definitive proxy materials, including a BLUE proxy card, along with a letter to the stockholders of Qualcomm related to Qualcomm's 2018 Annual Meeting of Stockholders, scheduled for March 6, 2018.
Brocadcom urged Qualcomm stockholders to elect the 11 nominees the company has already proposed for the Qualcomm Board of Directors. Broadcom also encouraged Qualcomm's stockholders to make their voice heard today by voting an enclosed BLUE proxy card to elect all 11 director nominees put forth by Broadcom.
In a letter sent today to its stockholders, Qualcomm
urges its stockholders to reject Brpadcom's solicitation efforts by voting FOR the re-election of Qualcomm's slate of directors on an enclosed WHITE proxy card.
Qualcomm's board rejected Broadcom's proposal because it
"dramatically undervalues Qualcomm" and "does not reflect [Qualcomm's] clear path to near term value."
In adition, Qualcomm's board believes that Broadcom's takeover offer "carries significant regulatory uncertainty," as regulatory approvals could take 18 months or more and may require complex divestitures or operating restrictions "making clearance difficult, if not impossible, to obtain."
Qualcomm's board also says that the offer "gives no value to the transformative opportunity in 5G and Qualcomm's ability, through its leadership position and targeted investments, to deliver significant stockholder value as we capture this opportunity."
Qualcomm also highlighted a number of promises to shareholders. The San Diego-based company said it aims to post adjusted earnings per share of $6.75 to $7.50 in fiscal 2019 while continuing its current cost-cutting plan. Management also touted the "value creation" from its pending $47 billion acquisition of NXP Semiconductors NV -- or a "large share repurchase" if that deal doesn't close.
Update: Responding to Qualcomm, Broadcom issued the following statement.
"Despite the clear customer and stockholder support for the value-maximizing transaction proposed by Broadcom, Qualcomm has refused to engage with Broadcom and has instead elected to remain a standalone company, which fails to address Qualcomm's fundamental business challenges, including its ongoing disputes with customers and regulatory investigations in numerous jurisdictions.
Qualcomm management has repeatedly overpromised and under-delivered since the announcement of its "strategic realignment plan" in 2015, resulting in an inability to meet financial targets as well as deteriorating profitability and destruction of stockholder value. Qualcomm's approach is a transparent attempt to sell a quick fix by the Qualcomm Board of Directors and management team and an obvious tactic to deny its own stockholders the opportunity to receive a compelling premium for their shares and significant upside potential in the combined company.
Based on the highly complementary nature of the businesses of the two companies, Broadcom's extensive experience in completing complex, cross-border acquisitions and initial meetings with several relevant antitrust authorities, Broadcom remains very confident that the regulatory requirements necessary to complete a combination will be met in a timely manner and expects that the proposed transaction would be completed within approximately 12 months following the signing of a definitive agreement."