Broadcom Limited made a proposal to acquire QUALCOMM Incorporated for approximately $120 billion.
On November 13, 2017, the Qualcomm Board of Directors rejected the proposal. On December 4, 2017, Broadcom notified Qualcomm of its intention to nominate 11 independent individuals for election to Qualcomm's Board of Directors and to propose certain other matters for the consideration of Qualcomm stockholders at Qualcomm's 2018 annual stockholder meeting to be held on March 6, 2018. The Board of Directors which are being nominated are: Samih Elhage, Raul J. Fernandez, Michael S. Geltzeiler, Stephen J. Girsky, David G. Golden, Veronica M. Hagen, Julie A. Hill, John H. Kispert, Gregorio Reyes, Thomas S. Volpe, Harry L. You. Broadcom would support a decision by the 11 new directors, upon their election, to increase the size of the Board and reappoint Mark D. McLaughlin, Anthony J. "Tony" Vinciquerra and Jeffrey W. Henderson as Directors. Broadcom also provided the names of four potential alternate nominees, Marc E. Jones, Jonathan R. Macey, Patrice E. Merrin and Lloyd G. Trotter to be nominated at the annual meeting. On December 22, 2017, Qualcomm rejected the Director nominees assembled by Broadcom. Instead, Qualcomm's Board nominated Barbara T. Alexander, Jeffrey W. Henderson, Thomas W. Horton, Dr. Paul E. Jacobs, Ann M. Livermore, Harish Manwani, Mark D. McLaughlin, Steve Mollenkopf, Clark T. Randt, Jr., Dr. Francisco Ros and Anthony J. Tony Vinciquerra to be elected as Board of Directors in the 2018 annual general meeting. On February 13, 2018, Broadcom notified Qualcomm of its intention to nominate 6, instead of 11 for the Board of Directors which, if elected, would constitute a majority of Qualcomm's 11-person board. The six nominees are Samih Elhage, David G. Golden, Veronica M. Hagen, Julie A. Hill, John H. Kispert and Harry L. You. By electing all of the Broadcom nominees, Qualcomm stockholders will direct a simple majority of the board to transact with Broadcom on its proposal, while also ensuring that there is board continuity with the remaining five directors. On December 23, 2017, Qualcomm urged its shareholders to reject Broadcom's ballot.
The deal is subject to HSR Act approval in the United States and regulatory approvals in relevant jurisdictions globally. The proposed transaction will not be subject to any financing condition. Broadcom has filed a premerger notification under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 with the U.S. Department of Justice Antitrust Division and the Federal Trade Commission (FTC') regarding the acquisition. On January 16, 2018, Qualcomm Board urged shareholders to reject the offer by voting for the re-election of Qualcomm's slate of directors. On January 19, 2018, Broadcom received a request for additional information and documentary material (request) from FTC in connection with the transaction. As a result, the 30-day waiting period imposed by HSR Act was extended. Broadcom may not close the proposed transaction until 30 days after it has substantially complied with the request, unless that period is extended voluntarily by Broadcom or terminated sooner by FTC. The Qualcomm Board rejected the revised proposal on February 8, 2018. On February 20, 2018, Institutional Shareholder Services recommended that Qualcomm stockholders vote on the blue proxy card for four of Broadcom's independent director nominees Samih Elhage, Julie Hill, John Kispert and Harry You at the March 6, 2018 Annual Meeting of Stockholders. As of March 13, 2018, the transaction was denied approval by the U.S. government. The deal has been unanimously approved by the Board of Directors of Broadcom. Broadcom expects transaction would close within approximately 12 months of definitive agreement. Closing of the transaction was automatically extended to April 25, 2018 as a result of additional information solicited by FTC.
Moelis & Company LLC, Citi, Deutsche Bank, J.P. Morgan, BofA Merrill Lynch, Wells Fargo Securities and Morgan Stanley acted as financial advisors for Broadcom. Martin Lipton, Adam Emmerich, David Karp, Ronald Chen, Damian Didden, Adam Shapiro, Gregory Pessin, William Savitt, Eiko Stange and Tijana Dvornic of Wachtell, Lipton, Rosen & Katz and Greg Rodgers, Peter Sluka, Andrew Blumenthal, Christopher Kaufman, Anthony Richmond, Joshua Holian, Daniel Wall and David Raab of Latham & Watkins LLP and Jen Hobbs, Catherine Burns, Nick Brown, Ken Wallach, Hui Lin and Jessica Asrat of Simpson Thacher & Bartlett LLP acted as legal advisors for Broadcom. Scott Barshay, Steven Williams, David Klein, Brian Scrivani, Jeffrey Samuels and Lawrence Witdorchic of Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisor for QUALCOMM. Centerview Partners LLC and Goldman Sachs & Co. LLC acted as financial advisors to QUALCOMM in the transaction. Tom Germinario and Rick Grubaugh from D.F. King & Co., Inc. acted as proxy solicitors to Broadcom. Computershare Investor Services LLC acted as transfer agent and Innisfree M&A Inc. acted as proxy solicitor to Qualcomm. Evercore acted as financial advisor while Faiza J. Saeed, Christine A. Varney, Gary A. Bornstein and George E. Zobitz of Cravath, Swaine & Moore LLP and DLA Piper LLP (US) acted as legal advisors for QUALCOMM. Cahill Gordon & Reindel LLP is acting as legal counsel to the financial institutions providing the credit facilities and bridge financing. O'Melveny & Myers LLP acted as a legal advisor to Broadcom in the transaction.