US Regulatory Review Puts Qualcomm Shareholder Vote on Hold

Posted March 06, 2018

Today we learn, that the shareholder meeting has been postponed.

Qualcomm Inc. shareholder T. Rowe Price Group Inc. submitted an early vote in favor of Broadcom Ltd.'s board nominees, according to a person familiar with the investor's action.

"Broadcom could not and will not control the Qualcomm board - the essential basis for CFIUS jurisdiction - in the event some or all of the independent, Broadcom-nominated directors are elected", the company said in a statement.

Qualcomm shareholders were set to vote Tuesday on whether to replace six of its 11 directors with Broadcom candidates.

Broadcom on March 5 said the decision was the result of secret moves made by Qualcomm on January 29 to encourage an investigation by CFIUS into the proposed $117 billion buyout. But deals involving foreign companies, especially those of sensitive US technology like semiconductors, have come increasingly under the spotlight recently.

Qualcomm has rebuffed the attempts saying that its counterpart has not only undervalued its portfolio and market-shaping potential, but that Broadcom could not guarantee adequate concessions if regulatory barriers ended up stopping the deal from closing.

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Qualcomm says Broadcom has interacted with CFIUS for weeks, including two written submissions.

Four of the Broadcom nominees already have more than 500 million votes, with the other two each nearly 150 million ahead of the nearest Qualcomm candidates, according to the data.

Once Broadcom re-domiciles " now planned for no later than May 6 " the takeover would not be a CFIUS covered transaction, Broadcom said in the statement.

"This measure will afford CFIUS the ability to investigate fully Broadcom's proposed acquisition of Qualcomm", the U.S. Department of Treasury said in a statement.

Broadcom's ties to China's largest telecom equipment maker, Huawei Technologies Co., has already raised concerns, although Qualcomm also works with Huawei.

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Broadcom is incorporated and now based in Singapore, but CEO Hock Tan announced late previous year while visiting President Donald Trump at the White House that the company would return its corporate headquarters to the USA, likely using San Jose as a base.

Qualcomm shares are down 0.6% to $64.34.

The Singapore-based chip maker insists that upon completion of its redomiciliation to U.S. shores by May 6, the deal will no longer be covered by CFIUS.

Qualcomm went on to challenge an assertion that wasn't exactly what Broadcom had asserted.

Qualcomm deal didn't have enough drama of its own, the American Committee on Foreign Investment (CFIUS) joined the fray and effectively stopped any possible takeovers, the media are reporting this Monday.

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