SAN JOSE, Calif., Feb. 21, 2018 /PRNewswire/ -- Broadcom
Limited (NASDAQ: AVGO) ("Broadcom") today issued the following
statement:
Broadcom today reaffirms its commitment to acquiring Qualcomm,
and is adjusting its offer following the Qualcomm board's decision
to transfer $4.10 per Qualcomm share
(or $6.2 billion of value) from
Qualcomm stockholders to NXP stockholders. Broadcom is
prepared to acquire Qualcomm for $79
per Qualcomm share, consisting of $57
in cash and $22 in Broadcom shares
(premised on Qualcomm's revised agreement to acquire NXP at
$127.50 per NXP share). In
addition, Broadcom's proposed merger agreement for Qualcomm would
provide for an automatic increase of $3 in cash per Qualcomm share, or a total of
$82 per Qualcomm share, consisting of
$60 in cash and $22 in Broadcom shares, in the event that
Qualcomm is unable to complete the NXP acquisition.
Broadcom's proposed merger agreement otherwise remains unchanged,
including the $8 billion regulatory
reverse termination fee and 6% per annum (net of dividends) ticking
fee accruing from and after the 12-month anniversary of the date of
the merger agreement.
Broadcom believes that a responsible Qualcomm board could have
preserved value by following ISS's clear recommendation to work
with Broadcom on the NXP transaction and negotiate the sale of
Qualcomm to Broadcom. Instead Qualcomm's board acted against
the best interests of its stockholders by unilaterally transferring
excessive value to NXP's activist stockholders. Despite this
direct value transfer, Broadcom remains committed to delivering a
value-maximizing offer to Qualcomm stockholders.
Broadcom remains confident that Qualcomm's stockholders will
continue to support its proposal to acquire Qualcomm, and looks
forward to concluding a transaction with this Qualcomm board of
directors, or the newly elected Qualcomm board following its annual
meeting on March 6, 2018.
Broadcom continues to urge Qualcomm stockholders to vote the
entire BLUE proxy card "FOR" ALL SIX Broadcom nominees to show
support for the Broadcom proposal.
Vote the BLUE Proxy Card Today! Every Vote
Counts
If you have any questions or need assistance
voting your BLUE proxy, please call our proxy solicitor:
D.F. King
800-848-2998
(toll-free)
or
212-269-5550 (collect)
Shareholders are urged NOT to sign or return any
white proxy card received from Qualcomm and are strongly encouraged
to discard the white proxy card.
About Broadcom
Broadcom Limited is a leading
designer, developer and global supplier of a broad range of digital
and analog semiconductor connectivity solutions. Broadcom Limited's
extensive product portfolio serves four primary end markets: wired
infrastructure, wireless communications, enterprise storage and
industrial & other. Applications for our products in these end
markets include enterprise and data center networking, home
connectivity, set-top boxes, broadband access, telecommunication
equipment, smartphones and base stations, data center servers and
storage systems, factory automation, power generation and
alternative energy systems, and electronic displays.
Cautionary Note Regarding Forward-Looking
Statements
This announcement contains forward-looking
statements (including within the meaning of Section 21E of the
United States Securities Exchange Act of 1934, as amended, and
Section 27A of the United States Securities Act of 1933, as
amended) concerning Broadcom. These statements include, but are not
limited to, statements that address our expected future business
and financial performance and statements about (i) the proposed
transaction involving Broadcom and Qualcomm and the expected
benefits of the proposed transaction, (ii) the expected benefits of
acquisitions, (iii) our plans, objectives and intentions with
respect to future operations and products, (iv) our competitive
position and opportunities, (v) the impact of acquisitions on the
market for our products, and (vi) other statements identified by
words such as "will", "expect", "believe", "anticipate",
"estimate", "should", "intend", "plan", "potential", "predict",
"project", "aim", and similar words, phrases or expressions. These
forward-looking statements are based on current expectations and
beliefs of the management of Broadcom, as well as assumptions made
by, and information currently available to, such management,
current market trends and market conditions and involve risks and
uncertainties, many of which are outside Broadcom's and
management's control, and which may cause actual results to differ
materially from those contained in forward-looking statements.
Accordingly, you should not place undue reliance on such
statements.
Particular uncertainties that could materially affect future
results include risks associated with our proposal to acquire
Qualcomm, including: (i) uncertainty regarding the ultimate outcome
or terms of any possible transaction between Broadcom and Qualcomm,
including as to whether Qualcomm will cooperate with us regarding
the proposed transaction, (ii) the effects of the announcement of
the proposed transaction on the ability of Broadcom and Qualcomm to
retain customers, to retain and hire key personnel and to maintain
favorable relationships with suppliers or customers, (iii) the
timing of the proposed transaction, (iv) the ability to obtain
regulatory approvals and satisfy other closing conditions to the
completion of the proposed transaction (including shareholder
approvals), and (v) other risks related to the completion of the
proposed transaction and actions related thereto; any loss of our
significant customers and fluctuations in the timing and volume of
significant customer demand; our dependence on contract
manufacturing and outsourced supply chain; our dependency on a
limited number of suppliers; any acquisitions we may make, such as
delays, challenges and expenses associated with receiving
governmental and regulatory approvals and satisfying other closing
conditions, and with integrating acquired companies with our
existing businesses and our ability to achieve the growth prospects
and synergies expected by such acquisitions; our ability to
accurately estimate customers' demand and adjust our manufacturing
and supply chain accordingly; our significant indebtedness,
including the need to generate sufficient cash flows to service and
repay such debt; dependence on a small number of markets and the
rate of growth in these markets; dependence on and risks associated
with distributors of our products; dependence on senior management;
quarterly and annual fluctuations in our operating results; global
economic conditions and concerns; our proposed redomiciliation of
our ultimate parent company to the United
States; our competitive performance and ability to continue
achieving design wins with our customers, as well as the timing of
any design wins; prolonged disruptions of our or our contract
manufacturers' manufacturing facilities or other significant
operations; our ability to improve our manufacturing efficiency and
quality; our dependence on outsourced service providers for certain
key business services and their ability to execute to our
requirements; our ability to maintain or improve gross margin; our
overall cash tax costs, legislation that may impact our overall
cash tax costs and our ability to maintain tax concessions in
certain jurisdictions; our ability to protect our intellectual
property and the unpredictability of any associated litigation
expenses; any expenses or reputational damage associated with
resolving customer product warranty and indemnification claims;
cyclicality in the semiconductor industry or in our target markets;
our ability to sell to new types of customers and to keep pace with
technological advances; market acceptance of the end products into
which our products are designed; and other events and trends on a
national, regional and global scale, including those of a
political, economic, business, competitive and regulatory
nature.
Our filings with the Securities and Exchange Commission ("SEC"),
which you may obtain for free at the SEC's website at
http://www.sec.gov, discuss some of the important risk factors that
may affect our business, results of operations and financial
condition. We undertake no intent or obligation to publicly update
or revise any of these forward looking statements, whether as a
result of new information, future events or otherwise, except as
required by law.
Additional Information
This communication does not
constitute an offer to buy or solicitation of an offer to sell any
securities. This communication relates to a proposal which
Broadcom has made for an acquisition of Qualcomm and Broadcom's
intention to solicit proxies for the election of Broadcom nominees
to the Qualcomm Board and certain other proposals at Qualcomm's
2018 annual meeting of shareholders. Broadcom filed a
definitive proxy statement with the SEC on January 5, 2018 in connection with the
solicitation of proxies for Qualcomm's 2018 annual meeting of
shareholders and may file other proxy solicitation materials in
connection therewith. Broadcom has also commenced mailing its
definitive proxy statement to Qualcomm shareholders.
In addition, in furtherance of the acquisition proposal and
subject to future developments, Broadcom (and, if a negotiated
transaction is agreed, Qualcomm) may file one or more registration
statements, proxy statements, tender offer statements or other
documents with the SEC. This communication is not a
substitute for any proxy statement, registration statement, tender
offer statement, prospectus or other document Broadcom and/or
Qualcomm may file with the SEC in connection with the proposed
transaction.
Investors and security holders of Broadcom and Qualcomm are
urged to read the proxy statement(s), registration statement(s),
tender offer statement(s), prospectus(es) and/or other documents
filed with the SEC carefully in their entirety if and when they
become available as they will contain important information about
the proposed transaction and solicitation. Any definitive
proxy statement(s) or prospectus(es) (if and when available) will
be mailed to shareholders of Broadcom and/or Qualcomm, as
applicable. Investors and security holders will be able to
obtain free copies of these documents (if and when available) and
other documents filed with the SEC by Broadcom through the web site
maintained by the SEC at http://www.sec.gov.
This document shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except
by means of a prospectus meeting the requirements of Section 10 of
the U.S. Securities Act of 1933, as amended.
Participants in Solicitation
Broadcom, certain of its
subsidiaries, its directors and executive officers, other members
of management and employees and the nominees described above may be
deemed to be participants in the solicitation of proxies in respect
of the proposed transaction, including with respect to Qualcomm's
2018 annual meeting of shareholders. You can find information
about Broadcom's executive officers and directors in Broadcom's
definitive proxy statement filed with the SEC on February 20, 2018. Information about the
Broadcom nominees is included in the definitive proxy statement
that Broadcom has filed with the SEC. Additional information
regarding the interests of such potential participants is included
or will be included in one or more registration statements, proxy
statements, tender offer statements or other documents filed or to
be filed with the SEC if and when they become available.
These documents (if and when available) may be obtained free of
charge from the SEC's website http://www.sec.gov.
Investors:
Ashish
Saran
Broadcom Limited
Investor Relations
408-433-8000
investor.relations@broadcom.com
Or
Tom Germinario / Rick Grubaugh
D.F. King & Co., Inc.
212-269-5550
Media:
Joele Frank /
Steve Frankel / Andi Rose
Joele Frank, Wilkinson Brimmer
Katcher
212-355-4449
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SOURCE Broadcom Limited