San Francisco Chronicle

Broadcom bid leads U.S. to ask to delay meeting

- By Chad Bray

U.S. regulators have asked giant chipmaker Qualcomm to delay an annual shareholde­r meeting to give them more time to investigat­e whether a takeover bid by Broadcom, a Singapore company that is in the process of moving to San Jose, would threaten U.S. national security.

The surprise move by a government panel that scrutinize­s deals by foreign companies comes amid a charged political atmosphere in which scrutiny of takeovers of U.S. companies by internatio­nal challenger­s has increased drasticall­y. That the interventi­on was made even before a deal between the two chipmakers was formally agreed to highlights that shift.

Broadcom had sought to pave the way for its hostile bid by changing its headquarte­rs to San Jose. That reincorpor­ation is due to be completed by early May, and Broadcom has argued that its status as a soon-to-be U.S. company means the deal should not be subject to review. Nonetheles­s, regulators, who were asked to look at the deal by Qualcomm, pushed for a delay.

Broadcom’s attempted takeover of Qualcomm, initially unveiled in November, would be the largest technology deal in history, creating an industry giant whose products would be in a majority of the world’s smartphone­s.

Broadcom is seeking to elect six nominees to Qualcomm’s board of directors at the annual meeting, which had been scheduled for Tues-

day. That would give it a majority on Qualcomm’s board.

The government panel, the Committee on Foreign Investment in the United States, scrutinize­s deals for national security concerns. It has asked Qualcomm to delay the election of directors by 30 days to give it time to “fully investigat­e” the proposed deal, according to an email from the Treasury Department.

The announceme­nt Monday creates a new hurdle for the deal. Qualcomm’s leadership fiercely opposes the Broadcom offer, saying it “materially undervalue­s” the company, and analysts have said for months that even if shareholde­rs approved it, it could be rejected on antitrust grounds.

Last month, Qualcomm increased its takeover bid for NXP Semiconduc­tors, defying a demand by Broadcom that it not do so. Broadcom then reduced its offer for Qualcomm by $3 a share to $79 a share, valuing the deal at about $117 billion.

An increasing number of devices rely on the semiconduc­tors developed by companies like Qualcomm and Broadcom, with chip sales totaling more than $410 billion last year alone.

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