Why Broadcom May Now Be Handily Overreaching in Its Hostile Buyout of Qualcomm

It is no secret that a raging bull market is taking place at the current time. It is also no secret that companies want to give themselves a wider moat to fend off competition from rivals and to create pricing power when they can with their existing and potential customers. But when does all the corporate effort turn from a company doing what’s best to going too far? This is the question that now needs to be considered in the Broadcom Ltd. (NASDAQ: AVGO) ongoing and strengthening attempts to acquire Qualcomm Inc. (NASDAQ: QCOM).

It may have seemed hard to fathom that Broadcom would grow large enough to acquire Qualcomm just a few years ago. But throw in some stumbles at Qualcomm and throw in a merger of Avago and Broadcom into a super-entity and all of a sudden the world of chipsets and semiconductors looks very different. While wondering if this is a severe overreach, it’s also a great opportunistic effort from Broadcom.

Qualcomm has so far fended off attempts by Broadcom to buy the company. After all, Qualcomm is expected to generate almost $23 billion in sales for the existing fiscal year — versus about $18 billion in annual sales from Broadcom. And of course Qualcomm has its own diversification plans in its existing attempt to acquire NXP Semiconductors N.V. (NASDAQ: NXPI), a move that could add on another $9 billion or more in annual sales.

The “Merger Monday” news flow was dominated by the CVS-Aetna deal in health insurance, but Broadcom is getting about as aggressive in its attempt to acquire Qualcomm as technology investors have seen in recent times. Broadcom has announced its intent to nominate a slate of 11 people to be elected to Qualcomm’s board of directors. For the record, this slate of 11 people would on the surface represent a 100% change to the existing board of directors at Qualcomm. In actuality, Broadcom said that if its slate of board nominees is elected then the board would be expanded to 14 members. The new board would include current board members Mark D. Laughlin, Anthony J. “Tony” Vinciquerra and Jeffrey W. Henderson, according to Broadcom.

As far how this will take place, Broadcom now plans to file notification with the U.S. Securities and Exchange Commission, along with a proxy card, in connection with Qualcomm’s scheduled March 6 annual meeting. That sounds far off, but it is barely 90 days from now. Broadcom did not offer up details initially on this notion, but the company said that it intends to propose “certain other matters” for consideration by Qualcomm shareholders, which would seemingly represent a tender offer or some other considerations.

It is not a stretch to wonder what such a mega-merger of chip giants might do to the technology landscape. Regulators and consumers have every right to voice their concerns. It’s a competitive world, but two years ago there was a massive wave of consolidation in the chip and semiconductor space.

Broadcom offered $70 per share for Qualcomm back on November 6, in a stock and cash deal. Qualcomm’s board unanimously rejected the offer, stating that the offer, despite being far higher than when buyout rumors first surfaced, undervalued the company.

Here is where this would-be M&A deal gets even more interesting. Broadcom has said previously that its offer to acquire Qualcomm stands whether or not Qualcomm is successful in its $110 per share offer for NXP Semiconductors. Again, this move by Qualcomm for NXP is a massive diversification in its source of chips and semiductors and would greatly diversify its client base. The recent woes with none other than Apple Inc. (NASDAQ: AAPL), as well as the thought that Qualcomm could potentially lose Apple entirely as a customer for processors, has weighed heavily on Qualcomm shares.

As far as what Broadcom thinks, its CEO, Hock Tan, said:

Although we are taking this step, it remains our strong preference to engage in a constructive dialogue with Qualcomm. We have repeatedly attempted to engage with Qualcomm, and despite stockholder and customer support for the transaction, Qualcomm has ignored those opportunities. The nominations give Qualcomm stockholders an opportunity to voice their disappointment with Qualcomm’s directors and their refusal to engage in discussions with us.

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