Qualcomm has pushed back a shareholder meeting that would have determined the fate of a takeover attempt by Broadcom, following a request by the Committee on Foreign Investment in the United States (CFIUS). The committee is worried about the national security implications of Broadcom, a Singapore-based company, taking over the US-based Qualcomm, which provides the bulk of modems used for communications in modern smartphones.
Broadcom has been trying for months to take over Qualcomm in a blockbuster $95 billion deal that would massively consolidate the semiconductor market. Broadcom’s investors (and Wall Street!) are favorable towards the deal, but Qualcomm itself has been fighting hard against the takeover. It was Qualcomm itself that issued the request for the CFIUS to review the deal.
“In compliance with the CFIUS order, Qualcomm will delay its Annual Meeting of Stockholders and election of directors for at least 30 days so that CFIUS can fully investigate Broadcom Limited’s proposal to acquire Qualcomm,” Qualcomm said in a statement.
“Broadcom, which is run by a Board of Directors and senior management team consisting almost entirely of Americans, and which is largely owned by the same United States institutional investors that own Qualcomm, recognizes the important role CFIUS plays in protecting our national security, and is fully committed to cooperating with CFIUS in any review, just as Broadcom did during its prior successful acquisitions, including its acquisition of Brocade at the end of 2017,” Broadcom said in its own statement.
There’s a lot riding on Qualcomm’s shareholder meeting, which was set to take place on Wednesday but will now be delayed by 30 days. Since Qualcomm’s board of directors have rejected Broadcom’s overtures, a direct appeal to shareholders is the company’s last chance to see through the merger. The rhetoric between the two companies, which started out adversarial, has only gotten worse in the last day.
“Broadcom was informed on Sunday night that on January 29, 2018, Qualcomm secretly filed a voluntary request with CFIUS to initiate an investigation, resulting in a delay of Qualcomm’s Annual Meeting 48 hours before it was to take place,” Broadcom said in a statement issued last night. “This was a blatant, desperate act by Qualcomm to entrench its incumbent board of directors and prevent its own stockholders from voting for Broadcom’s independent director nominees. It is critical that Qualcomm stockholders know that Qualcomm did not once mention submitting a voluntary notice to CFIUS in any of its interactions with Broadcom to date, including in the two meetings on February 14, 2018 and on February 23, 2018. This can only be seen as an intentional lack of disclosure – both to Broadcom and to its own stockholders. This brings Qualcomm’s “engagement theater” to a new low.”
Qualcomm hit back with a statement claiming Broadcom couldn’t have been shocked, since it has been engaging with the CFIUS for weeks. “Broadcom’s dismissive rhetoric notwithstanding, this is a very serious matter for both Qualcomm and Broadcom. Broadcom’s claims that the CFIUS inquiry was a surprise to them has no basis in fact. Broadcom has been interacting with CFIUS for weeks and made two written submissions to CFIUS.”