Broadcom reveals new offer for Qualcomm in response to NXP traction

Updated: Broadcom is not giving up the dream of acquiring Qualcomm easily.
Written by Charlie Osborne, Contributing Writer
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It was possible that in response to Qualcomm's push to finish up the acquisition of NXP Semiconductors by sweetening the deal, Broadcom would take the hint and give up the chase.

However, it seems that Broadcom is still fired up over a potential Qualcomm buyout, and in response, rather than leaving the table, the company has altered its acquisition offer.

On Tuesday, Qualcomm revealed a sweetened deal to wrap up its acquisition of NXP, first announced back in 2016. The company offered roughly $44 billion in a package, which was keenly accepted by both Qualcomm and Broadcom boards.

Read also: Qualcomm to Broadcom: Thanks for the meeting, but regulatory risk is too high for a deal | Broadcom submits final $146 billion offer in Qualcomm takeover bid | Qualcomm buys NXP in deal valued at $47 billion, diversifies into Internet of things

It was interesting to see Broadcom's response, as its own bid to acquire Qualcomm, worth $146 billion, required the US chipmaker to either complete the NXP deal at an original price of $110 per share or withdraw altogether.

In response, Qualcomm offered $127.50 per share to NXP investors, dealing a potential blow to Broadcom's aspirations.

This does not appear to have deterred Broadcom, however.

Yesterday, Broadcom said the company was "evaluating its options" in light of the NXP news, but condemned the new pricing arrangement as "well beyond what Qualcomm has repeatedly characterized as a "full and fair" price.

It hasn't taken long for the company to work out its next move -- as Broadcom is now offering Qualcomm a revised price of $79 per Qualcomm share.

On Wednesday, Broadcom said while all other terms of the deal remain unchanged, the new offering would be made to Qualcomm consisting of $57 in cash and $22 in Broadcom stock.

In Broadcom's "best and final" offer, the San Jose, Calif.-based firm offered $82 per share, made of $60 in cash and $22 in Broadcom stock.

Broadcom says the altered deal is due to Qualcomm's NXP machinations, which has "transferred $4.10 per Qualcomm share (or $6.2 billion of value) from Qualcomm stockholders to NXP stockholders."

Should the NXP buyout fail, however, Broadcom is still willing to offer the original price of $82 per Qualcomm share.

"Broadcom believes that a responsible Qualcomm board could have preserved value by following ISS's clear recommendation to work with Broadcom on the NXP transaction and negotiate the sale of Qualcomm to Broadcom," the company said. "Instead, Qualcomm's board acted against the best interests of its stockholders by unilaterally transferring excessive value to NXP's activist stockholders."

"Despite this direct value transfer, Broadcom remains committed to delivering a value-maximizing offer to Qualcomm stockholders," Broadcom added.

Considering that Qualcomm has consistently rejected Broadcom's suit as a "significant undervaluation" of the company, it will be interesting to see how the US chipmaker views this amended offer.

Read also: Qualcomm rejects Broadcom acquisition offer | Qualcomm raises bid to acquire NXP Semiconductors to $44 billion | Qualcomm, Broadcom meet: Is there a thaw in this hostile takeover dance? | Broadcom offers to buy Qualcomm in $130 billion deal

Update 18.54 GMT: Qualcomm has issued the following statement in response to Broadcom's offer:

"Broadcom's reduced proposal has made an inadequate offer even worse despite the clear increase in value to Qualcomm stockholders from providing certainty around the NXP acquisition.
The acquisition of NXP Semiconductors will be 40 percent accretive to our Non-GAAP results. [...] In deciding unanimously to amend its original offer, made in October 2016, the Qualcomm Board concluded that Qualcomm is far more valuable with NXP than without, and took into account the following:
  • NXP's non-GAAP operating income has increased by 20 percent -- which means the $127.50 per share price is actually at a lower multiple than the original deal price
  • NXP provides significant strategic benefits to Qualcomm including increased revenue diversification, substantial expansion of total available markets (TAM) and greater scale in higher growth end markets of Auto and IoT
  • The strong market dynamics and positive outlook for key segments
  • High confidence in annualized cost synergies of at least $500 million based on integration planning
Broadcom is well aware there is no "reduction of value by $4.10 per share," because the transaction could not be completed at $110.00 per share.
The Qualcomm Board is committed to maximizing value for Qualcomm stockholders, whether that be through executing its growth strategy or selling the company. "

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