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Qualcomm shareholder meeting pushed forward by a month

by on06 March 2018

Government (CFIUS) stepped in

Broadcom and Qualcomm are fighting for positions on the board as this is currently Broadcom’s only chance to win its hostile takeover of Qualcomm. Qualcomm is very clear that it doesn’t like the $79 offer that it thinks undervalues the company and has rather justified regulatory agency concerns. Now the US government Committee on Foreign Investment in the United States (CFIUS) has got involved and ordered Qualcomm to postpone the shareholder meeting for a month.

CFIUS simply needs more time to investigate this high-profile transition. Essentially Broadcom is a Singapore company and Qualcomm might be too important to sell outside of the US. There is a lot of concern that antitrust organizations around the world, especially the European Union and China would never allow the merger due to concernsthat the joint venture would control too much of the Wi-Fi and RF market.

The Annual Meeting will be reconvened on Thursday, April 5, 2018 at 8:00 a.m. Pacific Time at the Irwin M. Jacobs Qualcomm Hall, 5775 Morehouse Drive, San Diego, California, 92121.

Broadcom issued a statement

The fight is getting dirty as Broadcom claims that on the Sunday night January 29 2018, Qualcomm secretly filed a voluntary request with CFIUS to initiate an investigation, resulting in a delay of Qualcomm's Annual Meeting by 48 hours.

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, said Broadcom.

Qualcomm responded

Broadcom Limited’s response to the order from the Committee on Foreign Investment in the US (CFIUS) is a continuation of its now familiar pattern of deliberately seeking to mislead shareholders and the general public by using rhetoric rather than substance to trivialize and ignore serious regulatory and national security issues. CFIUS is an independent, multi-agency US governmental body charged with protecting US national security. CFIUS has determined that there are national security risks to the United States as a result of and in connection with the transaction proposed by Broadcom.

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.

So, it is clear that Broadcom knew about the investigation and even interacted with CFIUS. As far as national security is concerned, US tends to be very touchy about it and again Broadcom is a Singapore based company. It will be interesting to see what CFIUS thinks of giving all that communication technology to a country that might be close to countries it is initiating potential trade wars against.

We were hoping that the whole mess will be soon over, but it looks like that it will stretch on for at last another month. Until then, it will be business as usual.

Last modified on 06 March 2018
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