Broadcom Remains Fully Committed to Acquiring Qualcomm
All Other Terms of Broadcom's Proposed Merger Agreement Remain Unchanged
Broadcom Urges Qualcomm Stockholders to Vote the BLUE Card "FOR" All Six Broadcom Nominees
SAN JOSE, Calif. , Feb. 21, 2018 /PRNewswire/ -- Broadcom Limited (NASDAQ: AVGO) (" Broadcom ") today issued the following statement:
Broadcom today reaffirms its commitment to acquiring Qualcomm , and is adjusting its offer following the Qualcomm board's decision to transfer $4.10 per Qualcomm share (or $6.2 billion of value) from Qualcomm stockholders to NXP stockholders. Broadcom is prepared to acquire Qualcomm for $79 per Qualcomm share, consisting of $57 in cash and $22 in Broadcom shares (premised on Qualcomm's revised agreement to acquire NXP at $127.50 per NXP share). In addition, Broadcom's proposed merger agreement for Qualcomm would provide for an automatic increase of $3 in cash per Qualcomm share, or a total of $82 per Qualcomm share, consisting of $60 in cash and $22 in Broadcom shares, in the event that Qualcomm is unable to complete the NXP acquisition. Broadcom's proposed merger agreement otherwise remains unchanged, including the $8 billion regulatory reverse termination fee and 6% per annum (net of dividends) ticking fee accruing from and after the 12-month anniversary of the date of the merger agreement.
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. 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 remains confident that Qualcomm's stockholders will continue to support its proposal to acquire Qualcomm , and looks forward to concluding a transaction with this Qualcomm board of directors, or the newly elected Qualcomm board following its annual meeting on March 6, 2018 .
Broadcom continues to urge Qualcomm stockholders to vote the entire BLUE proxy card "FOR" ALL SIX Broadcom nominees to show support for the Broadcom proposal.
Vote the BLUE Proxy Card Today! Every Vote Counts
If you have any questions or need assistance voting your BLUE proxy, please call our proxy solicitor:
Shareholders are urged NOT to sign or return any white proxy card received from Qualcomm and are strongly encouraged to discard the white proxy card.
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