Although the proposal does not comply with Broadcom's proposal to nominate eleven directors at Qualcomm, ISS said Qualcomm's selection of candidates will provide a valuable piece of advice for the March 6 negotiation.
'For the moment, it is paramount that how to get the current Qualcomm board of directors to maximize its value in the negotiations.' In a report released late Friday, ISS suggested to Qualcomm shareholders to vote for Broadcom on March 6 Four of the six director candidates nominated at the Qualcomm shareholders' meeting Samih Elhage, former president of Broadcom's nominated Nokia Mobile Networks Group (MNBG), The Hill Company, Owner Julie A. Hill, managing partner at venture capital firm Black Diamond Ventures John H. Kispert and GTY Technology Holdings president, CFO and director Harry Yu (Harry L. You).
It is understood that Qualcomm plans to acquire the deal with Broadcom this Wednesday, mainly because of Broadcom boost the acquisition of the offer.Golden said the $ 121 billion of the price is still underestimated the value of the company. Qualcomm Board wrote a letter Told Broadcom that the company's valuation should be higher, especially because Broadcom's proposal underestimated the value of Qualcomm's acquisition of NXP Semiconductors (NXP) and the value of 5G technology.
Qualcomm said Wednesday's talks are "constructive," and the board is open to further talks in the future, but continues to reject the deal, according to people familiar with the matter, as no new meetings were held as of Saturday afternoon between the two companies Qualcomm and Broadcom representatives did not immediately comment.
In its report, ISS said Broadcom CEO Hock Tan's best and final offer of $ 82 in cash and shares per share does not appear to be significantly better than Qualcomm's potential short-term independent value, ISS added , This proposal may become a reasonable starting point for negotiations.
Although the two sides did not negotiate well, ISS believes it is possible for Qualcomm to trade with Broadcom, which ISS said will yield potential benefits if Qualcomm shareholders gain access to more of the combined companies.
Qualcomm's board of directors also raised concerns about antitrust issues.Although Qualcomm's board was pleased that Broadcom is willing to divest some assets to avoid monopoly, it also pointed out that Broadcom declined to answer questions about the future direction of Qualcomm's technology licensing business.Therefore, Qualcomm's board of directors is hard to know what kind of antitrust measures may be needed.
ISS said that although Qualcomm is currently concerned about the risks of antitrust, Broadcom and Qualcomm seem to be more likely to find a reasonable way of regulatory approval through past experience and resources.
In the offer, Broadcom raised its offer price from $ 70 to $ 82 per share and made other concessions, including agreeing to pay Qualcomm $ 8 billion in break-even fees when the transaction could not be completed due to antitrust pressure.
ISS said in its report that QUALCOMM may, in consultation with Broadcom, end NXP's acquisition at a mutually agreed price, and Qualcomm will provide itself with the next-best safety net of diversification.
Up to now, China's Ministry of Commerce has not yet approved the acquisition of Qualcomm and NXP, I believe Qualcomm will postpone the March 6 Qualcomm shareholder meeting to raise the price of NXP's decision.