Singapore-based semiconductor device giant Broadcom said it has made “a best and final offer” to acquire San Diego-based smartphone chip supplier Qualcomm.
Including debt, the offer values Qualcomm at roughly $146 billion and would be the largest technology deal in history.
Qualcomm is currently engaged in a large patent infringement dispute with Apple — and is attempting to execute a large acquisition of its own with a proposal to buy NXP Semiconductors NV for about $38 billion.
Of its increased offer for Qualcomm, Broadcom said: “Under the terms of the offer, Qualcomm stockholders would receive an aggregate of $82.00 per each Qualcomm share, consisting of $60.00 in cash and the remainder in Broadcom shares.
“The significantly improved offer, which has been unanimously approved by the Board of Directors of Broadcom, represents a 50% 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 56% to Qualcomm’s unaffected 30-day volume-weighted average price.
“Broadcom’s improved offer is premised on either Qualcomm acquiring NXP Semiconductors N.V. on the currently disclosed terms of $110 per NXP share or the transaction being terminated and is also premised on Qualcomm not delaying or adjourning its annual meeting past March 6, 2018.
“Broadcom remains confident that the proposed transaction would be completed within approximately 12 months following the signing of a definitive agreement …
“Broadcom believes this offer is vastly superior to Qualcomm’s standalone prospects, with or without the closing of the NXP transaction, and remains hopeful the Qualcomm board of directors will act responsibly on behalf of Qualcomm stockholders and engage with Broadcom on this offer without further delay.”
Qualcomm responded by saying: “Qualcomm Incorporated … confirmed that it has received a revised, non-binding, unsolicited proposal from Broadcom Limited to acquire all outstanding shares of Qualcomm for $60.00 per share in cash and $22.00 per share in Broadcom stock.
“Consistent with its fiduciary duties, the Qualcomm Board of Directors, in consultation with its financial and legal advisors, will review the revised proposal to determine the course of action it believes is in the best interests of the Company and its stockholders.
“Qualcomm will have no further comment on the proposal until its Board of Directors has completed its review.
“On November 13, 2017, Qualcomm’s Board of Directors unanimously rejected Broadcom’s non-binding, unsolicited proposal to acquire Qualcomm for per share consideration of $60.00 in cash and $10.00 in Broadcom stock.
“After a comprehensive review, conducted in consultation with its financial and legal advisors, the Board concluded that Broadcom’s proposal dramatically undervalues Qualcomm and comes with significant regulatory uncertainty, and therefore is not in the best interests of Qualcomm stockholders.”