Broadcom Asks Qualcomm Stockholders for Support for Its Director Nominees and Acquisition Proposal

Broadcom has filed and commenced mailing definitive proxy materials, including a BLUE proxy card, along with a letter to the stockholders of Qualcomm Incorporated. The call is targeted at Qualcomm's 2018 Annual Meeting of Stockholders, scheduled for March 6, 2018.

According to Hock Tan, President and Chief Executive Officer of Broadcom, their proposal provides Qualcomm stockholders with substantial and immediate cash value, as well as the opportunity to participate in the upside potential of the combined company. Broadcom's track record of acquiring and integrating large, complex transactions and proven ability to execute on financial and operational targets has created tremendous value for their stockholders. By voting for Broadcom's 11 independent director nominees, Qualcomm stockholders can send a clear message to the Qualcomm Board that they should immediately engage in constructive discussions with us regarding our premium offer so that Qualcomm stockholders can realize the compelling value of this transaction.

The following letter is being mailed to Qualcomm stockholders with Broadcom's definitive proxy statement:

January 5, 2018

Dear Qualcomm Stockholder,

On November 6, 2017, we (Broadcom) made a proposal to acquire Qualcomm for $70.00 per share in cash and stock, which would provide you (stockholder) with substantial and immediate cash value, as well as the opportunity to participate in the upside potential of the combined company.

On November 13, 2017, Qualcomm's Board rejected our proposal. Since that time, we have spoken with many Qualcomm stockholders and customers, and we have heard their desire for Qualcomm to engage with us regarding our compelling proposal. It remains our strong preference to engage cooperatively with Qualcomm's Board and management team, and we are prepared to meet immediately to work toward a mutually acceptable definitive agreement.

At Qualcomm's Annual Meeting of Stockholders on March 6, 2018, you will have an important opportunity to influence the value of your investment by voting the BLUE proxy card for 11 independent and highly qualified individuals.

By voting for all 11 nominees on the BLUE proxy card, you can send a clear message that you want the Qualcomm Board to engage with Broadcom to maximize stockholder value.

BROADCOM OFFERS COMPELLING VALUE FOR QUALCOMM STOCKHOLDERS

Our $70.00 per share proposal for Qualcomm – consisting of $60.00 in cash and $10.00 in Broadcom stock – will provide you with substantial and immediate cash value upon the closing of the proposed transaction, as well as the opportunity to participate in the upside potential of the combined company. We are confident that our proposal, which provides 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, is the best path to create value for Qualcomm stockholders. Our proposal stands whether Qualcomm's pending acquisition of NXP Semiconductors N.V. ("NXP") is consummated on the currently disclosed terms of $110 per NXP share or is terminated.

With enhanced scale, R&D resources, product diversification and financial flexibility, the combined company will be positioned to accelerate innovation and deliver the most advanced semiconductor solutions to customers around the world. We have a clear roadmap ahead, and expect that the proposed transaction would be completed within approximately 12 months following the signing of a definitive agreement.

Our acquisition track record speaks for itself. Since 2013, we have completed and successfully integrated six major acquisitions. Over this period, we have created significant stockholder value, consistently outperforming the S&P 500.

11 INDEPENDENT NOMINEES WILL ACT AS FIDUCIARIES TO QUALCOMM'S STOCKHOLDERS

The 11 nominees that Broadcom has nominated to stand for election at Qualcomm's 2018 Annual Meeting of Stockholders are independent and highly qualified, with expertise in areas critical to Qualcomm's business. Having served as executives and as board members of both public and private companies, they bring years of operational experience across the semiconductor and technology industries, as well as expertise in finance, corporate strategy and mergers and acquisitions. These 11 director nominees have the necessary expertise and credentials to act as your fiduciaries.

Consistent with our desire to ensure board continuity, Broadcom would support a decision by the 11 new directors, upon their election, to increase the size of the Board and reappoint three existing Qualcomm directors – Mark McLaughlin, Tony Vinciquerra and Jeffrey Henderson – as directors.

VOTE THE BLUE PROXY CARD TODAY FOR ENHANCED VALUE

Whether or not you plan to attend Qualcomm's 2018 Annual Meeting of Stockholders on March 6, we strongly encourage you to make your voice heard today by voting the enclosed BLUE proxy card to elect ALL 11 director nominees put forth by Broadcom.

By doing so, we believe you will send Qualcomm a clear message that they should constructively engage in discussions with Broadcom regarding our premium offer, in order to provide you with the opportunity to realize the compelling value of this transaction.

Sincerely,
Hock Tan
President and CEO
Broadcom

Moelis & Company LLC, Citi, Deutsche Bank, J.P. Morgan, BofA Merrill Lynch, Morgan Stanley and Wells Fargo Securities are acting as financial advisors to Broadcom. Wachtell, Lipton, Rosen & Katz and Latham & Watkins LLP are acting as legal counsel.

Click here for more information regarding Broadcom's proposal for Qualcomm.

Broadcom

  • Country: United States
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