Broadcom Reaches SEC To Replace Qualcomm Directors With Its Own

Broadcom, who in November proposed to acquire Qualcomm, seems to be hell-bent in the deal and is leaving no stone unturned to make it happen despite stiff resistance from the San Diego based chip maker.

To take the proposed acquisition a step further, Broadcom on Monday announced it has filed preliminary proxy materials with the Securities and Exchange Commission (SEC) in connection with its planned solicitation of proxies to elect 11 independent directors to Qualcomm Board in the upcoming Annual Meeting of Stockholders.

Qualcomm’s next Annual meeting is scheduled to be held on 6 March, 2018.

Broadcom wants to replace the existing board of directors of Qualcomm by these 11 directors. Understandably so, these nominated directors would favour the deal as against Qualcomm’s board who earlier had unanimously rejected the deal.

“We are seeking the election of the 11 independent, highly qualified nominees to the Qualcomm Board because we believe that Qualcomm stockholders would be better served by these candidates than the current directors of Qualcomm who have refused to engage with us on a compelling, value-enhancing opportunity for Qualcomm stockholders,” said Hock Tan, CEO of Broadcom.

Broadcom is seeking to have the following nominees elected to the Qualcomm Board: Samih Elhage, Raul J. Fernandez, Michael S. Geltzeiler, Stephen J. Girsky, David G. Golden, Veronica M. Hagen, Julie A. Hill, John H. Kispert, Gregorio Reyes, Thomas S. Volpe and Harry L. You. The 11 new, independent nominees bring significant technology sector, financial and operational experience.

Qualcomm, however, feels its a ‘blatant attempt to seize control’ of the Qualcomm Board in order to make this acquisition ‘agenda’ succeeds.

“Qualcomm’s Board is composed of 11 world-class directors, 9 of whom are independent and 4 of whom have been added in the last 3 years, and all of whom are firmly committed to acting in the best interests of all Qualcomm stockholders,” the Paul Jacobs-led engineering major said.

Broadcom, the US-based semiconductor firm, in the first week of November, had shown interest to buy the Snapdragon maker for $130 billion or at a value of $70 per share in the acquisition proposal that would consist of $60 in cash and $10 per share in Broadcom shares.

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