Broadcom on Monday officially announced plans to nominate 11 candidates for Qualcomm’s board of directors as it continues to pursue a merger with the chip maker.
The slate of 11 “independent, highly qualified individuals” includes former Nokia Mobile Networks president Samih Elhage, former Dialog Semiconductor and LSI Corporation board chairman Gregorio Reyes and Black Diamond Ventures managing partner John Kispert.
Broadcom, if its candidates are elected at Qualcomm’s annual shareholder meeting in March, also plans to support expanding the board and reappointing Mark McLaughlin, Anthony Vinciquerra and Jeffrey Henderson as directors.
“Although we are taking this step, it remains our strong preference to engage in a constructive dialogue with Qualcomm,” Broadcom CEO Hock Tan said in a statement. “We have repeatedly attempted to engage with Qualcomm, and despite stockholder and customer support for the transaction, Qualcomm has ignored those opportunities.”
Broadcom last month floated an unsolicited offer of more than $100 billion for Qualcomm in hopes of establishing a “global communications leader.” Qualcomm, however, rejected the bid as too low and said a merger could draw opposition from antitrust regulators.
Tan said in Monday’s announcement that the company is “confident” the proposal could pass regulatory muster and that the board meeting is an opportunity for shareholders to “voice their disappointment with Qualcomm’s directors and their refusal to engage in discussions.”
Prominent Qualcomm investors indicated they could be interested in a merger if the price tag goes up, but Bloomberg reported last week Broadcom likely would not raise its offer until closer to the March meeting.
“In light of the significant value our proposal provides for Qualcomm stockholders, we believe Qualcomm stockholders would be better served by new independent, highly qualified nominees who are committed to maximizing value and acting in the best interests of Qualcomm stockholders,” Tan said.
Qualcomm confirmed its receipt of the board candidates but argued that “this action is a blatant attempt to seize control of the Qualcomm board in order to advance Broadcom’s acquisition agenda.”
The company also highlighted a potentially lengthy antitrust review, Broadcom’s pending relocation from Singapore to Delaware and “Broadcom’s lack of committed financing.”
“No company in the industry is better positioned than Qualcomm in mobile, IoT, automotive, edge computing and networking and to lead the transition to 5G,” Tom Horton, Qualcomm’s presiding director, said in a statement.
