February 26, 2018 / 11:24 AM / 4 months ago

Broadcom calls Qualcomm's offer for price talks 'engagement theater'

(Reuters) - Broadcom Ltd (AVGO.O) on Monday called a proposal by U.S. semiconductor peer Qualcomm Inc (QCOM.O) for a new meeting to negotiate an increase to Broadcom’s $117 billion acquisition offer “engagement theater” aimed at dodging a takeover battle.

FILE PHOTO: A sign on the Qualcomm campus is seen in San Diego, California, U.S. November 6, 2017. REUTERS/Mike Blake/File Photo

Broadcom’s statement came after Qualcomm said earlier on Monday that all of Broadcom’s previous offers - which would represent the largest technology deal on record - materially undervalued it, but that it wanted to negotiate further.

Broadcom accused Qualcomm of feigning engagement in the companies’ two meetings earlier this month. It also said Qualcomm has refused to confirm that it will hold its previously scheduled stockholder vote on March 6. Broadcom has put forward six nominees for election to Qualcomm’s 11-member board as a way to force deal negotiations with Qualcomm.

“Broadcom does not believe that the process outlined by Qualcomm today is designed to lead to a prompt agreement,” Broadcom said in a statement.

Qualcomm responded by denying it was considering moving the date of its annual shareholder meeting. The company added in a statement that it had no intention of delaying the meeting, and said it had made that clear in talks with Broadcom on Friday.

“The ball is in Broadcom’s court to let us know whether it is willing to engage with us,” Qualcomm said.

FILE PHOTO: A sign to the campus offices of chip maker Broadcom Ltd is shown in Irvine, California, U.S., November 6, 2017. REUTERS/Mike Blake/File Photo

In a letter to Broadcom Chief Executive Hock Tan, Qualcomm Chairman Paul Jacobs on Monday proposed a new meeting focused on price as soon as convenient for both parties.

While the two companies have not yet resolved their disagreements on how to address potential antitrust hurdles, Qualcomm said they had made progress on that front.

“If the discussion is truly coming down to price alone, then we would call this progress,” said Bernstein analyst Stacy Rasgon.

The takeover battle is at the heart of a race to consolidate the wireless technology equipment sector, as smartphone makers such as Apple Inc (AAPL.O) and Samsung Electronics Co Ltd (005930.KS) use their market dominance to negotiate lower chip prices.

Broadcom cut its bid last week by 4 percent to $117 billion after Qualcomm’s decision to raise its own bid for NXP Semiconductors NV (NXPI.O) to $44 billion.

Qualcomm’s shares rose 5.8 percent to close Monday’s trading at $66.98, still well below Broadcom’s latest cash-and-stock offer of $79 per share.

Qualcomm also softened its approach to Broadcom’s commitments on regulatory approval for the deal, saying the path forward did not require a “hell or high water” commitment to sell any assets that the regulators require.

Qualcomm, however, urged the Singapore-based chipmaker to provide more clarity regarding its plans for Qualcomm’s licensing business, which Broadcom has been unwilling to reveal. It also offered to sign a confidentiality agreement so both companies can carry out due diligence on one another.

“We are willing to jointly select a law firm with antitrust expertise that you would fully brief on your licensing plans,” Qualcomm said.

In a meeting with Broadcom on Friday, Qualcomm proposed a reverse termination fee of 9 percent of enterprise value if Broadcom fails to win regulatory approvals.

Broadcom had previously proposed a $8 billion breakup fee. The company was not immediately available for comment.

Reporting by Sonam Rai in Bengaluru and Greg Roumeliotis in New York; Editing by Bill Rigby and Tom Brown

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