WSJ: Why does Qualcomm reject Bo Tong?

1. Acquisition of Qualcomm-determined Bo Tong or to increase the price per share to $80-90; 2. WSJ: Why does Qualcomm reject Bo Tong? 3. Refused to buy hundreds of billions of dollars, Qualcomm in addition to suspicion of less money and worry about; 4. Qualcomm rejected the acquisition of MediaTek's stock price strong bomb 4.72%; 5. Bo Tong to acquire Qualcomm Hock Tan style become the spotlight

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1. Acquisition of Qualcomm-determined Bo Tong or to increase the price per share to $80-90;

Phoenix Science and technology news according to the "Fortune" website, Beijing time November 14, Qualcomm announced in Monday, the company's board of directors unanimously decided to reject the company's unsolicited takeover offer on November 6 on the grounds that the takeover offer ' grossly underestimated Qualcomm '. But a few hours after Qualcomm's announcement, Bo quickly countered, saying the company was ' still fully committed ' to acquiring Qualcomm, and said its shareholders were interested in the deal.

Analysts believe that Qualcomm's takeover is a win, and they could easily raise the offer to $80 or $90 a share, pushing the deal's eventual purchase price up to $130 billion.

Grossly underestimated

In a statement in Monday, Paul Yas, the chairman of Qualcomm's board of directors, said Mr. Jacobs's takeover offer grossly underestimated Qualcomm's ' leadership in mobile technology and our future growth prospects '. Clearly, Jacob's announcement opened the door to a bid to raise the bid.

Hock Tan, chief executive of Hock Tan, is known for its rich acquisition experience in the chip industry. Hock Tan immediately responded to the announcement, saying Qualcomm was still ' fully committed ' to acquiring Qualcomm and said Qualcomm shareholders were very interested in the deal. ' Many shareholders have expressed to us their intention to discuss the offer with Qualcomm. We still have a strong desire to work with Qualcomm's board of directors and management. ' Hock Tan said.

This is an unabashed threat aimed at revealing to outsiders that Qualcomm will launch a hostile takeover if necessary.

Analysts said the Qualcomm takeover was a win, and they could easily raise the bid to $80 or $90 a share, pushing the deal's eventual purchase price up to $130 billion, and still benefiting from the deal.

Hock Tan is known for its cost-cutting in the industry, such as mergers and acquisitions, spending cuts, and research and development. The company has told analysts and investors that it could cut $3 billion from Qualcomm's spending and raise operating profits by about 30% after acquiring Qualcomm. But that does not take into account the patent-royalty dispute between Qualcomm and Apple, which could cost the company $3 billion a year. But Hock Tan hinted that they would soon be able to take care of these things.

Increase the price

Our calculations show that in the acquisition of Qualcomm's offer, Bo Tong still has a lot of room to operate, ' market analyst Bernstein analyst Stassy Lasgans (Stacy Rasgon) wrote in an investment report in Monday, ' in a timely bid to increase (perhaps at the same time as a more radical move) may be more reasonable. '

Mike Walkley, a Canaccord Genuity analyst at another market research agency, said, ' We think it may raise the offer. ' Vauclis believes that the Monday Qualcomm-Bo confrontation with the signal, ' Qualcomm's authorized business is still undervalued, two companies believe that Qualcomm can resolve with Apple and another major OEM manufacturers licensing issues. '

Amit Delenari Amit Daryanani, an analyst at RBC Capital Markets, predicts that if Hock Tan follows his usual approach, he could soon lose some of Qualcomm's business and instead use the proceeds to repay the debt, and improve cash flow. In addition to Qualcomm's leading mobile communications chips, other departments, including authorized patents, can ' retain, peel or close ', Delenari said.

Bo Tong ' Not only solves the problem of customer dispute, but also solves various regulatory problems by implementing fundamental changes to the (Qualcomm) business model. ' he added.

But the fall in Qualcomm's share price over the past period suggests that investors ' optimism that the deal could be completed quickly is much lower than expected. The battle with Apple and the consequent sharp fall in earnings, Qualcomm's share price fell 20% to $51 by the end of October this year.

In the Monday U.S. stock market, Qualcomm's shares rose 3.07% to $66, though still below the $70 takeover offer. This year, the shares of Bo-Tong rose nearly 50%, the Monday U.S. stocks market, Bo Tong Shares in the basic and last trading day flat, reported to 264.28 U.S. dollars. (Compile/Joshui)

2. WSJ: Why does Qualcomm reject Bo Tong?

Never accept the other person's terms immediately, especially if you know that the other person will come again. Qualcomm's board of directors may have been buoyed by the idea, announcing in Monday that it would reject the $105 billion takeover offer offered by the company.

Never accept the other person's terms immediately, especially if you know that the other person will come again.

The board, which Qualcomm Inc., Qcom, is bracing for the idea before announcing in Monday that it would reject the $105 billion takeover offer offered by Broadcom Ltd., AVGO, which was further encouraged by the Qualcomm Board, Because of his refusal to two hours after the acquisition intention, to the former rival issued an olive branch, expressed willingness to cooperate with Qualcomm in order to reach agreement. After refusing to pass, Qualcomm's shares rose more than 2% per cent in Monday, though it is still about 5% lower than the $70-a-share bid offered by the Bo.

The details are not only important, but are actually good for Qualcomm. This shows that Qualcomm shareholders do not fully endorse the Bo-Tong takeover proposal, at least for the transaction can be reached in doubt. The first is the antitrust scrutiny, after all, the deal is likely to create the world's third-largest chip company in revenue terms, which is important in the key smartphone parts market. The next is Qualcomm and Apple Inc., AAPL, a long-running patent-fee lawsuit that two companies have decided to fight for.

It is clear that Bo believes he can solve the problem quickly after completing the acquisition, and the way it seems to be determined is to overhaul Qualcomm's proprietary business. Qualcomm's operating profit is largely driven by royalties, but chief executive Hock Tan told investors in a conference call hosted by Bernstein last week that Qualcomm's business model was a big opportunity for customers to be dissatisfied with the ' straighten out and restructure ' Qualcomm patent business. Bernstein analyst Stacy Rasgon believes that Tradelink could cut costs by at least $3 billion by buying Qualcomm.

However, I'm afraid no one can be quite sure that this feat can be achieved without destroying the long-term value of a basic business model around patent construction. In any case, Qualcomm shareholders do not seem to be ready to accept the current bid price easily. Rasgon and many other analysts believe that the offer could be raised to $80 or even higher, and the deal is still worth it. This is also good for Qualcomm. If that were the case, it would be the highest price the Qualcomm could get in 10 years, and it would be very difficult for the company's board of directors to continue refusing to pass. Wall Street Journal

3. Refused to buy hundreds of billions of dollars, Qualcomm in addition to suspicion of less money and worry about;

A strong refusal, another threat will not give up, Bo Qualcomm and Qualcomm, the semiconductor industry between the new enemy of the acquisition of the drama may have just begun.

The U.S. local time in Monday, Qualcomm to ' significantly underestimate the value ' as a basis to reject the total of 130 billion U.S. dollars of the purchase offer. In a response to the first financial journalist, Qualcomm stressed that the strategy executed by CEO Steve Mollenkov (Stevemollenkopf) and his team could create far more value for Qualcomm shareholders than the takeover offer.

Chen Fuyang, Hocktan's current CEO, immediately said will not give up this merger, ' we still think that the offer is the most attractive for Qualcomm shareholders and we have been encouraged by their reactions, and many of them have already expressed to us our intention to discuss the offer with Qualcomm. '

A number of people familiar with the operation of such mergers, said the first financial journalist, it is still difficult to determine whether Qualcomm's response to the crisis in the face of the external posture, or represents the real idea of shareholders, ' after all, capital and the heart is as unpredictable. '

However, Qualcomm's response also mentions ' taking into account the uncertainty of subsequent regulation '. Clearly, this merger, which is worth more than hundreds of billions of dollars, is bound to be the focus of the antitrust sector.

Bo Tong ' Hunt ' Qualcomm

About a week ago, the US communications semiconductor chip company Bo Tong suddenly submitted a takeover offer to Qualcomm, triggering a high degree of concern inside and outside the industry.

In terms of volume and technical strength, they are comparable. In the Information technology research and analysis company Gartner's 2016 semiconductor industry revenue rankings, Bo Qualcomm ranked fifth, Qualcomm third. In addition, two companies are the world's leading mobile internet processors and telecommunications industry, the bottom of the patent overlord, but also is a network of things chip enterprises.

Wang, who once worked for Bo Tong, said to the first financial journalist, Chen Fuyang is not the fuel-saving lamp, he had already said that he is not a semiconductor circle of people, but know how to play the report, ' Chen Fuyang buy the Bo Tong after the direct price increase of 25%, if the customer different meaning is directly broken goods. Huawei, a big customer, has been asked to place a single year ahead of demand in order to ensure the availability of old prices. '

The response from Bo also reveals a high level of confidence in the lines. Boton said Moelis&companyllc, Citibank, Deutsche Bank, JPMorgan Chase, Merrill Lynch and Morgan Stanley were both financial advisers to Bo Tong and by Wachtell, Lipton, Rosen&katz (the world's top law firm) and latham& WATKINSLLP (Swiss Health international law firm) acts as legal advisor.

Of course, in addition to the power of capital, Bo Qualcomm's self-confidence also comes from Qualcomm's own plight.

Wang told the first financial journalist that the Qualcomm board, which represents the management's interests, refused to meet expectations. But Qualcomm's shareholding structure is very fragmented, with almost all the funds in front. He believes that, in the high pass lawsuit, the performance of the situation, Bo Tong is to see the fund managers have a close attitude, only high-profile shot.

Qualcomm and Bo Qualcomm's top 25 major shareholders of 17 overlap (Photo Source: Deeptech Deep Technology)

Qualcomm released the fiscal year 2017 financial quarter and the whole fiscal year results show that Qualcomm's four-quarter revenue of $5.9 billion, year-on-year decline of 5%; Net profit was $168 million, down 89% from $1.599 billion a year earlier. And from the fiscal year 2017, Qualcomm's total revenue of $22.291 billion, down 5%; Net profit was $2.465 billion, down 57% from a year earlier.

And externally, Qualcomm's business model is being challenged.

' The business model before Qualcomm can be said to subsidize high research and development costs with a lot of royalties, so technology is always at the forefront of the market. However, the model is being challenged by major companies and governments across the country, and Qualcomm is charging for the overall price of the handset, even though the Qualcomm chip in the handset is only a fraction of the total cost. ' Intelligence Bud analyst Chen Zihao, a global intellectual property information provider, told the first financial journalist that a few years ago, Qualcomm began to be sanctioned by local governments in the name of unfair trade, and after the sanctions, Qualcomm's patent revenues declined gradually, and its lawsuit with Apple affected the performance of Qualcomm for several quarters.

The first financial journalist combed out that 2014 was a watershed for Qualcomm. In FY 2014, Qualcomm's operating income was $26.5 billion, with a net profit of $7.97 billion. Since then, Qualcomm's revenue has been shrinking, to $22.391 billion in the 2017 fiscal year. In terms of net profit, the fiscal year 2015 was $5.3 billion, the 2016 fiscal year edged up to $5.7 billion, and then fell to $2017 in the 2.465 billion fiscal year.

' In fact, the fundamental reason for the acceleration of mergers and acquisitions in the semiconductor industry is the decline in gross margin, which will soon become a common component supplier. Wang told reporters, in the pursuit of the scale effect of the demand, even the star enterprise Qualcomm, may also encounter the fate of the acquisition, ' Qualcomm products too single, the business is too concentrated, this is the opportunity to see the Bo Tong. '

' For Qualcomm, being bought may not be a bad thing. Qualcomm Technology development and business model is now blocked everywhere, if can and Bo Tong merger, will be a Big Mac form in the capital market. Chen Zihao told the first financial journalist that Bo Tong was determined to acquire Qualcomm, and that the experience and operation of Bo Tong in the capital market could easily raise the bid to $80 or $90 per share, pushing the final purchase price of the deal higher than $150 billion.

Semiconductor enters giant integration period

After 2000, the development of the semiconductor industry has slowed down. Hock recently shared the future development of the semiconductor industry, saying that over the next decade, semiconductors are likely to move from horizontal integration to vertical integration upstream and downstream.

In fact, the semiconductor industry has been performing breakneck mergers and acquisitions for two years as performance declines.

In 2015, semiconductor companies traded more than $60 billion, and 2016 and 2017 could be $116 billion and $93 billion respectively, according to a recent report by the International Association of Semiconductor Industry (SEMI). The association said 2016 seemed to be the peak of the merger frenzy. These mergers and acquisitions are largely increased in size and competitiveness in mature markets.

A total of more than 60 mergers and acquisitions were announced in 2016, and 49 were closed in the same year. Three of these transactions accounted for more than 75% per cent of the total, including the Anhua (Avago), which was adopted as a $37 billion acquisition of the Bo Tong (currently known as the original after the acquisition of the exchange); Soft Silver $32 billion acquisition of semiconductor intellectual property provider Armholdings; Western data were bought for $19 billion SanDisk.

Semi said 12 transactions in the global semiconductor industry were expected to be completed in 2017, worth more than US $93 billion. The largest acquisition deal in 2017 is expected to be a $47 billion deal between Qualcomm and Boon-Smart Semiconductor, the largest acquisition in Qualcomm's history; The second-highest-value deal was a $14.8 billion deal between Adno (Analogdeviceinc) and Ling Li (Lineartechnologygroup). These two deals accounted for 66% of global transactions in 2017.

The association says mergers and acquisitions of semiconductor supply chains between equipment and material suppliers have been going on for years. With the integration of equipment manufacturers, OEM manufacturers and wafer-free manufacturers, further price pressures and tougher negotiations could put pressure on suppliers to expand into neighbouring and emerging markets that provide sustainable growth possibilities.

But if the deal is reached, the 2017-year deal will be much larger than the association's forecast.

The capital markets are greedy and brutal, but the power of the market is the most efficient institutional arrangement. If you do poorly, you may be acquired, and a whip is always prepared behind the management level. Wang told reporters.

Consolidation among Giants still faces another risk factor: antitrust regulation.

Qualcomm said in its response that ' it also takes into account the regulatory uncertainties of the future '. Clearly, this refers to the risk of antitrust scrutiny brought about by the multi-billion dollar merger. Needless to mention, over the past 3 years, Qualcomm itself has been due to business behavior or business models, including the United States, Europe and other major jurisdictions in the world's competition law enforcement agencies to investigate, received China, Japan, South Korea and other important market tickets.

No matter what the standard, more than 100 billion dollars of expensive mergers and acquisitions, will enter the field of antitrust supervision, and get the focus of attention.

China's Ministry of Commerce spokesman Peak November 9 in a routine press conference, said the Ministry of Commerce has noted the relevant reports, from the current data, the transaction is still in the stage of negotiations. According to the relevant provisions of China's anti-monopoly law, if the transaction is reached, if the legal conditions are met, the Ministry of Commerce should declare the concentration of the operator to review.

Margarett Westag, a member of the European Commission for Competition, said in response to first-time financial reporters through its news officer that it was not possible to comment and had not yet received a declaration of the transaction. ' Whether it is necessary to inform the competition committee that this is the enterprise's own task. ' she said.

Maurice, Maurits's lawyer for the case, told the first financial journalist that he had not been allowed to comment at this stage.

In China, the Ministry of Commerce is mainly responsible for the antitrust review of the centralized class of operators. Standard basis is the 2008 issue of the State Council regulations on the concentration of Business operators (hereinafter referred to as "provisions"). In accordance with the provisions, the ' all ' merger shall be in advance to the Department of Commerce in the State Council declaration, undeclared not to implement the concentration.

The EU situation is similar, according to the European Commission to the first financial reporters sent to the relevant materials, EU merger control rules: two companies worldwide turnover of more than 5 billion euros; Each company in the European region of the turnover of 250 million euros, the transaction must be notified to the European Commission. First Financial daily

4. Qualcomm rejected the acquisition of MediaTek's stock price strong bomb 4.72%;

Qualcomm (QUALCOMM) rejected the Broadcom takeover proposal, encouraging MediaTek to rebound today, at a price of NT $332.5, up 4.72%.

On 6th, it announced that it would buy Qualcomm $70 in cash and equities, including $60 in cash and $10 worth of shares, with a total transaction amount of $130 billion.

If the successful acquisition of Qualcomm will be ranked among the world's top 3 semiconductor plants, the market is worried about MediaTek's competition will be exacerbated, the impact of MediaTek's share price fell, the short-term share price decreased by 8.2%.

After a comprehensive review by the board of Directors with the financial and legal advisers, it was determined that the offer significantly underestimated Qualcomm's value and that there were significant regulatory uncertainties in the case, and 13th formally rejected the offer.

Boton today responded by saying that it will continue its efforts to complete the acquisition of Qualcomm. However, as market concerns temporarily moderated, MediaTek's share price rebounded strongly, at a time of 332.5 yuan, up 15 yuan, up 4.72%. Central Society

5. Bo Tong to acquire Qualcomm Hock Tan style become the spotlight

Bo Tong (Broadcom) recently proposed to take up to $130 billion in the scale of the acquisition of Qualcomm (QUALCOMM) to shock the global technology industry, which also led to the outside of the CEO Hock Tan style of concern, after all, the acquisition of the case will become the largest together in the history of science and technology, But if the deal is to take place, it will still face a series of stringent challenges for censorship by government regulators, let alone Qualcomm's current NXP (NXP) takeover. Even so, the latest rumor is that Qualcomm's board may reject the offer. According to the FT and electronic design Web site, after Mr. Bo's offer to buy Qualcomm, the outside analysis points to Hock Tan, commenting on his reputation for ruthless cost-cutting, while Tan's series of acquisitions It may also make him inevitable to be accused of being opportunistic. Tan said he was unhappy with the comments on his reputation, and that it was not asking for a bid at the lowest price, but paying the full price. Tan's 65-year-old career was spent outside the spotlight, with many Wall Street supporters building a reputation for his keen acumen and focus on operating efficiency, which he continued to practice 12 years ago after being hired as Avago CEO. But the offer to buy Qualcomm will take a different approach, which will include Tan's efforts to shape his own public image. Past Tan acquisition companies will be cut back on marketing and advertising spending and insist that top executives have to spend time visiting customers. In Tan's mind, the idea that maintaining small companies is good and too large is not good, so tan is disgusted with so-called ' pet Project ' (Pet project), which is not necessarily related to the company's current business, so since buying a bigger one, and changing the Avago company name to Bo Tong, Tan will end up developing projects in areas such as driving and server chip products. It is thought that Tan is not a development chip role, but the role of investors, market investors like Tan because he repaid the speed of the loan, the people who support tan believe that he has a clear vision of the basic business of their own companies, has never tried to copy anyone. Ken Hao, a member of the board and partner of Silver Lake, said Tan's innate IQ and energy was better than any company he had ever met and described Tan as an extreme workaholic. Now, if it really wants to buy Qualcomm, it will have to face up to the challenges of the Qualcomm Board of directors, clients, shareholders and government regulators, all of which involve political finesse, but it is also a skill that Tan did not need in the past. In the Government's regulatory section, if Bo really bought Qualcomm, Bo Tong is likely to face the current high Qualcomm to complete the acquisition of grace, facing the regulatory Review challenge, which is bound to make tan to complete this already complex takeover deal difficult. In addition, if it really buys Qualcomm, the deal could be tied to the wireless chip on the supply of smartphones, cars and other devices. In addition to the converter and other basic components, Bo Qualcomm sales of Bluetooth and Wi-Fi chip, and Qualcomm 4G, 5G Modem chip and the grace of the mobile payment with the security chip overlap. To get regulatory approval, the company may be more likely to gain access to antitrust regulators, such as the brocade switch and routing business, to increase the chances of a successful takeover deal. Some analysts believe that the company's Wi-Fi business may be sold to placate mainland regulators, and that mainland regulators may want to barter on certain terms for the deal. Digitimes

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