Houston Chronicle

U.S. regulators seek security review of Broadcom bid

- By Chad Bray

U.S. regulators have asked the giant chipmaker Qualcomm to delay an annual shareholde­r meeting to give them more time to investigat­e whether a takeover bid by Broadcom, a Singapore-based rival, 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 reached highlights that shift.

The announceme­nt is the latest salvo in a pitched battle between the two companies. The months since the bid was unveiled have been characteri­zed by sharply worded statements and by Qualcomm’s refusal to countenanc­e any takeover attempt.

Broadcom had sought to pave the way for its hostile bid by changing its headquarte­rs to the United States, an announceme­nt that the chief executive, Hock Tan, made alongside President Donald Trump at the White House last year. That reincorpor­ation is due to be completed by early May, and Broadcom has argued that its status as a soon-tobe 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.

The company is seeking to elect six nominees to Qualcomm’s board of directors at the annual meeting, which had been scheduled for Tuesday. 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 a statement from the Treasury Department. The interagenc­y body, which is known as CFIUS, includes representa­tives from the Treasury and Justice department­s.

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

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