Broadcom Retaliates Against Qualcomm for Raising Its NXP Bid

Qualcomm on Tuesday increased its takeover bid for NXP Semiconductors, defying Broadcom’s demand that it not do so.

On Wednesday, Broadcom retaliated.

The chip maker shaved $3 per share off its hostile takeover bid for Qualcomm, reducing the offer to $79 a share. The price remains nearly 13 percent above Broadcom’s original offer of $70.

In lowering its bid, Broadcom argued that Qualcomm’s higher NXP offer would transfer $4.10 a share, or $6.2 billion, in value to NXP shareholders.

“Qualcomm’s board acted against the best interests of its stockholders by unilaterally transferring excessive value to NXP’s activist stockholders,” Broadcom said in its statement.

Broadcom’s bid would automatically rise again to $82 a share if Qualcomm failed to complete its purchase of NXP, Broadcom said.

Qualcomm increased its offer price for NXP to $127.50 a share from $110 to shore up support for the deal among NXP’s shareholders. The move succeeded. Qualcomm said investors controlling roughly 28 percent of NXP’s shares, including Elliott Management, the activist hedge fund that had opposed Qualcomm’s initial offer as being too low, agreed to tender their shares.

The improved NXP offer was also seen as potentially fending off Broadcom.

Hock Tan, Broadcom’s chief executive, had previously said his company would walk away if the NXP offer went above $110 a share. Now Broadcom seems content to take its chances at Qualcomm’s annual shareholder meeting on March 6.

Broadcom has put forward six nominees for Qualcomm’s 11-seat board. That campaign gained momentum when influential investor advisory firms supported Broadcom’s slate of directors. Institutional Shareholder Services recommended that Qualcomm shareholders vote to install four of Broadcom’s six nominees, while another adviser, Glass Lewis, backed all six.

A Qualcomm representative didn’t have an immediate comment.

Shares of Qualcomm and Broadcom both finished down less than 1 percent on Wednesday.

Content originally published on https://www.nytimes.com/2018/02/21/business/dealbook/broadcom-qualcomm-nxp-bid.html by MICHAEL J. de la MERCED