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Broadcom proposes unseating Qualcomm board as takeover fight escalates

Evan Vucci/Associated Press

By Don Clark New York Times 

SAN FRANCISCO — Broadcom on Monday proposed a slate of 11 directors to replace the entire board of Qualcomm, setting the stage for a proxy battle over the fate of its unsolicited $105 billion bid for the world’s largest maker of smartphone chips.

The proposal was widely seen as a tactic to pressure Qualcomm to negotiate what would be the largest technology deal in history. Last month, Qualcomm said its directors had unanimously rejected the bid, leaving Broadcom with the option to take the issue to shareholders by proposing a board slate who would back it. Qualcomm would most likely vigorously oppose Broadcom’s nominees.

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Broadcom’s gambit adds a new dimension to a struggle with immensely high stakes. If completed, a combination of Broadcom and Qualcomm would top the $67 billion price tag that Dell paid for the data storage specialist EMC in 2016.

Broadcom announced its $70-a-share bid Nov. 6, but Qualcomm said that the offer dramatically undervalued the company. Qualcomm argued that its existing ownership and management would provide a greater long-term return to shareholders, in part because of its strong position in technologies such as the coming generation of 5G cellular communications.

Qualcomm is expected to use similar arguments to try to convince shareholders to favor incumbent board members and reject Broadcom’s nominees. The company has set March 6 for an annual shareholders meeting, which will include the election of directors. Proxy materials associated with the rival slates of candidates will most likely be distributed in January.

Friday is the deadline to propose director candidates. Broadcom is scheduled to announce quarterly earnings Wednesday afternoon, and it may discuss its plans regarding Qualcomm during the conference call that it has scheduled for that day.

“We have repeatedly attempted to engage with Qualcomm, and despite stockholder and customer support for the transaction, Qualcomm has ignored those opportunities,” Broadcom’s chief executive, Hock Tan, said in a statement. “The nominations give Qualcomm stockholders an opportunity to voice their disappointment with Qualcomm’s directors and their refusal to engage in discussions with us.”

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Broadcom also said that if the 11 nominees were appointed, it would support expanding the board to add three current members: Mark D. McLaughlin, Anthony J. Vinciquerra and Jeffrey W. Henderson.

Qualcomm fired back after Broadcom’s announcement, criticizing what it called a “blatant attempt” to seize control of the board to advance the acquisition offer.

“These nominees are inherently conflicted given Broadcom’s desire to acquire Qualcomm in a manner that dramatically undervalues Qualcomm to Broadcom’s benefit,” the chipmaker said in a statement.

Qualcomm, based in San Diego, gets most of its revenue from selling chips but most of its profits from patent royalties that it charges handset-makers. It moved to sharply expand its business last year with a $38.5 billion deal to acquire NXP Semiconductors, a transaction that is still awaiting regulatory approval.

Some aspects of Qualcomm’s licensing business and other practices have prompted antitrust challenges around the world, including a suit by the Federal Trade Commission. Apple, a longtime user of Qualcomm’s cellular chips, set off a separate legal struggle by filing a suit challenging the company’s patent-licensing fees.

Broadcom also counts Apple as a key customer for a different class of wireless chips. If Broadcom were successful in taking over Qualcomm, analysts expect that Tan would move to end the battle with Apple and modify Qualcomm’s licensing practices.

Any purchase of Qualcomm would almost certainly face a lengthy regulatory review. Besides antitrust concerns, the possibility of sensitive US technology falling into foreign hands would be examined closely by the Committee on Foreign Investment in the United States, or CFIUS.

Broadcom, although managed from San Jose, Calif., is headquartered in Singapore. Tan pledged before announcing the Qualcomm bid to shift Broadcom’s home base to the United States — a move that might help it evade a CFIUS review — but no further action to move its headquarters has been announced.