Broadcom is turning up the heat on Qualcomm by increasing its takeover bid of the San Diego-based chipmaker.
Broadcom announced today that it was increasing its offer to $82 per share in cash and stock, which makes it worth more than $121 billion. The original offer was $70 per share with shareholders receiving $60 per share in cash and $10 per share in Broadcom stock.
In a statement, Broadcom said that this is its “best and final offer” and that it represents a 50 percent premium to Qualcomm’s share price on Nov. 2, which was prior to the news of the expected bid. The company also said that the cash portion of Broadcom’s offer will remain at $60 per share.
Broadcom said that the new offer is based upon either Qualcomm closing on its acquisition of NXP Semiconductors for $110 per NXP share or the deal not going through. And it is also dependent upon Qualcomm not delaying or adjourning its annual meeting scheduled for March 6.
In a letter to Qualcomm shareholders, Broadcom outlined further terms of the deal. The company said it will pay a “ticking fee,” which means it will increase the cash to Qualcomm stockholders if the transaction takes longer than a year to close. And it will also pay a “significant” reverse termination fee if it is unable to get regulatory approvals.
Interestingly, Broadcom also said it would invite Qualcomm Executive Vice President and Chairman of the Board Paul Jacobs as well as one other current Qualcomm director to join its board.
Qualcomm confirmed it has received the new offer and said that its board is reviewing the revised proposal.
Qualcomm reported its fiscal first quarter last week with mixed results. The company beat Wall Street analysts’ estimates for adjusted sales and earnings, reporting sales of $6 billion and adjusted earnings of $1.5 billion. But for the March quarter, the company predicts sales of $5.2 billion, which is lower than analysts’ expectations. The company said it is experiencing weaker sales due to slower smartphone sales in China and softer demand for the iPhone X.
At mid-day Qualcomm’s stock was trading down about 3.1 percent to $64.01 per share down from Friday’s close of $66.07.
Broadcom first made a play for Qualcomm last November, offering $70 per share in cash and stock, which Broadcom estimated to be worth about $130 billion on a pro forma basis. Qualcomm’s board of directors unanimously rejected Broadcom’s unsolicited offer. At the time, Jacobs said Broadcom’s proposal significantly undervalued Qualcomm relative to the company’s position in mobile technology and its future growth prospects.