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Broadcom Receives Second Request from FTC Under HSR Act for Proposed Acquisition of Qualcomm
Monday 22 January 2018

22 January 2018 - Singapore-based semiconductor device supplier Broadcom Ltd. (NASDAQ: AVGO) has received a request for additional information and documentary material from the Federal Trade Commission in connection with Broadcom's proposed acquisition of US-based chipmaker Qualcomm Inc. (NASDAQ: QCOM), the company said.

The Second Request was expected as a normal part of the regulatory approval process. Second Requests are common in similar transactions, and this signifies that Broadcom is moving into the next stage of the US antitrust review process.

The effect of the Second Request is to extend the 30-day waiting period imposed by the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

Broadcom may not close the proposed acquisition until 30 days after it has substantially complied with the request, unless that period is extended voluntarily by Broadcom or terminated sooner by the FTC. Broadcom is cooperating fully with the FTC staff to obtain regulatory approval for the proposed transaction on a timely basis.

On 6 November 2017, Broadcom proposed to acquire all of the outstanding shares of Qualcomm for per share consideration of USD 70.00 in cash and stock, consisting of USD 60.00 in cash and USD 10.00 in Broadcom shares.

Broadcom's offer represents a 28% premium over the closing price of Qualcomm's common stock on November 2, 2017, the last unaffected trading day prior to media speculation regarding a potential transaction, and a premium of 33% to Qualcomm's unaffected 30-day volume-weighted average price.

The Broadcom proposal stands whether Qualcomm's pending acquisition of NXP Semiconductors N.V. is consummated on the currently disclosed terms of USD 110 per NXP share or is terminated. Broadcom expects that the proposed transaction would be completed within approximately 12 months following the signing of a definitive agreement.

Silver Lake Partners, which has served as a strategic partner to Broadcom in prior transactions, has provided Broadcom with a commitment letter for a USD 5bn convertible debt financing in connection with the transaction.

Broadcom expects that the proposed transaction would be completed within approximately 12 months following the signing of a definitive agreement.

As previously announced on November 2, 2017, Broadcom intends to redomicile to change the parent company of the Broadcom corporate group from a Singapore company to a US corporation.

Moelis and Co LLC, Citi, Deutsche Bank, J.P. Morgan, BofA Merrill Lynch and Morgan Stanley are acting as financial advisors to Broadcom. Wachtell, Lipton, Rosen and Katz and Latham and Watkins LLP are acting as legal counsel.
Details
Date Published: 22/01/2018
Target: Qualcomm Inc
Country: USA
Deal Size: 130bn (USD)
Sector: Computer Hardware
Type: Corporate acquisition
Financing: Cash and Stock
Status: Bidding
Vendor:
Buyer: Broadcom Ltd
Buyer Advisor: Moelis and Co , Deutsche Bank , J.P. Morgan , BofA Merrill Lynch , Morgan Stanley , Wachtell, Lipton, Rosen and Katz , Latham and Watkins
Comment:
Braodcom says offer stands, despite Qualcomm rejection

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