Does Qualcomm’s New Bid for NXP Kill the Broadcom Acquisition?

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Chipmaker Qualcomm Inc. (NASDAQ: QCOM) announced Tuesday morning that it has raised its offer to acquire NXP Semiconductor N.V. (NASDAQ: NXPI) by nearly 16%, from $110.00 in cash per share to $127.50 in cash per share. The increased offer defies one of the conditions set by Broadcom Ltd. (NASDAQ: AVGO) last week when it raised its own bid for Qualcomm from $70 a share in cash and stock to $82 a share.

The increase to Qualcomm’s offer for NXP has satisfied activist investor Paul Singer’s Elliott Management, private equity firm Soroban Capital, and seven other shareholders which have agreed to vote their NXP shares (about 28% of shares outstanding) in support of the sweetened deal. The new offer also lowers the threshold for NXP shareholder approval from 80% to 70%. The offer is set to expire at midnight March 5.

For its part, Broadcom issued the following statement:

By raising its offer for NXP from $110 per NXP share to $127.50 per NXP share, Qualcomm’s board of directors and management have transferred $4.10 per Qualcomm share from Qualcomm stockholders to NXP stockholders, representing approximately $6.2 billion of value. This revised price for NXP is well beyond what Qualcomm has repeatedly characterized as a “full and fair” price. We believe any responsible board would have seriously engaged with Broadcom regarding Broadcom’s value-maximizing offer and the terms of the NXP acquisition, particularly in light of the recent recommendations from ISS and Glass Lewis. Broadcom believes the price increase demonstrates the Qualcomm board’s disregard for its fiduciary duty to maximize value for Qualcomm stockholders.

Qualcomm reaffirmed its “high confidence” that the merger will result in adjusted EPS in fiscal year 2019 of $6.75 to $7.50, excluding royalties and other revenues from Apple Inc. (NASDAQ: AAPL) and other licensees currently disputing payments to Qualcomm. The adjusted EPS figure includes a $1 billion cost reduction program and a boost of $1.50 in EPS from NXP.

The acquisition of NXP has been approved by seven of eight regulatory bodies with only an approval from China’s Ministry of Commerce (MOFCOM) still outstanding. Qualcomm said it is “optimistic it will receive MOFCOM clearance in the near term.”

Qualcomm said it raised its offer because NXP’s 2017 calendar year results exceeded Qualcomm’s model for revenue, gross margin and EBIT. Non-GAAP operating income rose 20% year over year in 2017. The company said it will pay for the acquisition with a combination of cash on hand and new debt, which Qualcomm claims the ability to de-lever over two to three years.

Shares of Qualcomm traded down about 3.5% early Tuesday morning, at $62.60 in a 52-week range of $48.92 to $69.28.

NXP shares traded up about 6% to $125.67, in a 52-week range of $102.19 to $125.93, a high set earlier this morning.

Broadcom stock traded up about 2.3%, at $254.52 in a 52-week range of $202.61 to $285.68.