Broadcom Limited, a leading semiconductor device supplier to the wired, wireless, enterprise storage, and industrial end markets, announced a proposal to acquire all of the outstanding shares of†Qualcomm Incorporated for per share consideration of†$70.00†in cash and stock.
Under†Broadcom’s†proposal, the†$70.00†per share to be received by†Qualcomm†stockholders would consist of†$60.00†in cash and†$10.00†per share in†Broadcom†shares.†Broadcom’s†proposal represents a 28% premium over the closing price of†Qualcomm†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. The†Broadcom†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 the transaction is terminated. The proposed transaction is valued at approximately†$130 billion†on a pro forma basis, including†$25 billion†of net debt, giving effect to†Qualcomm’s†pending acquisition of NXP on its currently disclosed terms.
“Broadcom’s†proposal is compelling for stockholders and stakeholders in both companies. Our proposal provides†Qualcomm†stockholders with a substantial and immediate premium in cash for their shares, as well as the opportunity to participate in the upside potential of the combined company,” said Hock Tan, President and Chief Executive Officer of†Broadcom. “This complementary transaction will position the combined company as a global communications leader with an impressive portfolio of technologies and products. We would not make this offer if we were not confident that our common global customers would embrace the proposed combination. With greater scale and broader product diversification, the combined company will be positioned to deliver more advanced semiconductor solutions for our global customers and drive enhanced stockholder value.”
Tan continued, “We have great respect for the company founded 32 years ago by†Irwin Jacobs,†Andrew Viterbi†and their colleagues, and the revolutionary technologies they developed. Following the combination,†Qualcomm†will be best positioned to build on its legacy of innovation and invention. Given the common strengths of our businesses and our shared heritage of, and continued focus on, technology innovation, we are confident we can quickly realize the benefits of this compelling transaction for all stakeholders. Importantly, we believe that†Qualcommand†Broadcom†employees will benefit from substantial opportunities for growth and development as part of a larger company.”
Thomas Krause,†Broadcom†Chief Financial Officer, added, “The†Broadcom†business continues to perform very well.†Broadcom†has completed five major acquisitions since 2013, and has a proven track record of rapidly deleveraging and successfully integrating companies to create value for our stockholders, employees and customers. Given the complementary nature of our products, we are confident that any regulatory requirements necessary to complete a combination with†Qualcomm†will be met in a timely manner. We look forward to engaging immediately in discussions with†Qualcomm†so that we can sign a definitive agreement and complete this transaction expeditiously.”
Strategic and Financial Benefits
- Creates a†Leading Diversified Communications Semiconductor Company:†Qualcomm’s†cellular business is highly complementary to†Broadcom’s†portfolio, and the combination will create a strong, global company with an impressive portfolio of technologies and products.
- Accelerates Innovation to Deliver More Advanced Semiconductor Solutions to Global Customers:†As a result of enhanced scale, reach and financial flexibility, the combined company will benefit from the ability to accelerate innovation and deliver more advanced semiconductor solutions to its broad global customer base.
- Compelling Financial Benefits:†The combined company will have an enhanced financial profile, benefiting from†Broadcom’s†proven operating model with industry-leading margins. The combined†Broadcom†and†Qualcomm, including NXP, will have pro forma fiscal 2017 revenues of approximately†$51 billion†and pro forma 2017 EBITDA of approximately†$23 billion, including synergies. The transaction is expected to be accretive to†Broadcom’s†Non-GAAP EPS in the first full year after close.
The combined company is expected to have an investment grade credit rating and strong cash flow generation to facilitate rapid deleveraging.
Approvals and Financing
Broadcom’s†proposal was unanimously approved by the Board of Directors of†Broadcom.†Broadcom†is prepared to engage immediately in discussions with†Qualcomm†to work toward a mutually acceptable definitive agreement and is ready to devote all necessary resources to finalize the necessary documentation on an expeditious basis.
The proposed transaction will not be subject to any financing condition. BofA Merrill Lynch, Citi,†Deutsche Bank, J.P. Morgan and†Morgan Stanley†have advised†Broadcom†in writing that they are highly confident that they will be able to arrange the necessary debt financing for the proposed transaction.†Silver Lake Partners, which has served as a strategic partner to†Broadcom†in prior transactions, has provided†Broadcom†with a commitment letter for a†$5 billion†convertible debt financing in connection with the transaction.
Broadcom†expects that the proposed transaction would be completed within approximately 12 months following the signing of a definitive agreement.
Redomicile Announcement
As previously announced on†November 2, 2017,†Broadcom†intends to redomicile to change the parent company of the†Broadcom†corporate group from a†Singapore†company to a U.S. corporation.
