CFIUS Reviews Broadcom - Qualcomm Deal
March 5, 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.
"This measure will afford CFIUS the ability to investigate fully Broadcom's proposed acquisition of Qualcomm," the U.S. Department of Treasury said.
Broadcom noted, "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 responded to Broadcom
statement by saying, "Broadcom Limited’s response to the order from the
Committee on Foreign Investment in the U.S. (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 U.S. governmental body charged
with protecting U.S. 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.
Qualcomm has extended the offering period of its previously announced cash tender offer to purchase all of the outstanding common shares of NXP Semiconductors N.V. (NASDAQ: NXPI). The tender offer is being made pursuant to the Purchase Agreement, dated as of October 27, 2016, by and between Qualcomm River Holdings B.V. and NXP, as amended (the “Purchase Agreement”). The tender offer is now scheduled to expire at 5:00 p.m., New York City time, on March 9, 2018, unless extended or earlier terminated, in either case pursuant to the terms of the Purchase Agreement.