Trump blocks $117 billion Broadcom takeover of Qualcomm on national-security grounds (QCOM, AVGO)

President Donald Trump

President Trump issued an executive order Monday blocking Broadcom's takeover of Qualcomm.
Trump said there was "credible evidence" that Broadcom "might take action that threatens to impair the national security of the United States."
Broadcom is incorporated in Singapore and Qualcomm is based in San Diego.

President Donald Trump on Monday blocked a Singapore-based company’s plans to acquire US chipmaker Qualcomm for $117 billion, citing national-security concerns. The order effectively squelches what would have been one of the largest technology acquisitions of all time.

It's not historically common for a US president to take such a measure, and the executive order highlights growing economic tensions between the US and the rest of the world as Trump pursues his "America first" policies. And it underscores the country's growing fears of cyberwar and espionage from foreign powers.

Broadcom, a chipmaker incorporated in Singapore, was looking to take over Qualcomm, its San Diego-based rival. The deal was under scrutiny by a national-security panel called the Committee on Foreign Investment in the United States, or CFIUS, which advises Trump.

"While Broadcom could look to challenge this move in theory, the Trump edict essentially kills any chances of this deal happening," wrote GBH Insights analyst Dan Ives in a note to clients on Monday.

CFIUS was concerned with what has been described as a hostile takeover of Qualcomm, its competitor and rival. Broadcom never made a deal with Qualcomm, though it has tried and failed several times.

Instead, Broadcom claimed power with an attempt to take over Qualcomm's 11-member board with six of its own nominees. That drama was set to come to a head at a Qualcomm shareholder meeting in March — a meeting that was delayed by 30 days, to April 5, at the request of CFIUS.

Broadcom attempted to assuage CFIUS's concerns by agreeing to move its headquarters from Singapore to the US. On Monday, before Trump's order, Broadcom announced that it would redomicile to the US by April 3. The plan to redomicile was first made public in November, according to Broadcom's statement.

Broadcom lowered offer when Qualcomm tried to stop a takeover

Though Broadcom gave up some ground to CFIUS, it played hardball with Qualcomm itself. The company lowered its recent $121 billion offer to $117 billion at the end of February as a way of penalizing Qualcomm board members who attempted to prevent an acquisition with what's known as a "poison pill" approach, according to Business Insider's Julie Bort.

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Qualcomm is in the middle of acquiring a rival chipmaker called NXP. The deal is awaiting regulatory approval in China and would fall apart only in the unlikely event that not enough shareholders wanted to sell. To secure shareholder support, Qualcomm increased its offer to NXP, making the deal more likely to pass.

Broadcom believes Qualcomm is overpaying for NXP and lowered its price to penalize the board and convince shareholders that it was willing to walk away from its offer to acquire Qualcomm. Qualcomm's board, however, wants Broadcom to walk away so that it can stay an independent company.

But all that is incidental, thanks to the intercession of Trump. For all intents and purposes, the deal is now dead.

"The clear ramifications from tonight’s move are negative for Qualcomm as with M&A prospects off the table for the now the stock could tread water in the $60 range until the company can show on a standalone basis this fundamental recovery story can play out in 2018 and beyond," GBH's Ives wrote in the note.

Qualcomm shares were down 4.3% in after hours trading on Monday. Broadcom shares were up roughly 0.5% after hours.

The Trump administration has previously blocked China-related deals, including the sale of Lattice Semiconductor to an investment group, and the acquisition of MoneyGram by an Alibaba-affiliated company.

Here's the the full text of President Trump's executive order

THE WHITE HOUSE

Office of the Press Secretary

FOR IMMEDIATE RELEASE

March 12, 2018

Upon review of a recommendation from the Committee on Foreign Investment in the United States and consideration, as appropriate, of the factors set forth in the Defense Production Act of 1950, as amended, the President has made relevant findings and issued the following Order:

ORDER

- - - - - - -

REGARDING THE PROPOSED TAKEOVER OF QUALCOMM INCORPORATED BY BROADCOM LIMITED

By the authority vested in me as President by the Constitution and the laws of the United States of America, including section 721 of the Defense Production Act of 1950, as amended (section 721), 50 U.S.C. 4565, it is hereby ordered as follows:

Section 1. Findings. (a) There is credible evidence that leads me to believe that Broadcom Limited, a limited company organized under the laws of Singapore (Broadcom), along with its partners, subsidiaries, or affiliates, including Broadcom Corporation, a California corporation, and Broadcom Cayman L.P., a Cayman Islands limited partnership, and their partners, subsidiaries, or affiliates (together, the Purchaser), through exercising control of Qualcomm Incorporated (Qualcomm), a Delaware corporation, might take action that threatens to impair the national security of the United States; and

(b) Provisions of law, other than section 721 and the International Emergency Economic Powers Act (50 U.S.C. 1701 et seq.), do not, in my judgment, provide adequate and appropriate authority for me to protect the national security in this matter.

Sec. 2. Actions Ordered and Authorized. On the basis of the findings set forth in section 1 of this order, considering the factors described in subsection 721(f) of the Defense Production Act of 1950, as appropriate, and pursuant to my authority under applicable law, including section 721, I hereby order that:

(a) The proposed takeover of Qualcomm by the Purchaser is prohibited, and any substantially equivalent merger, acquisition, or takeover, whether effected directly or indirectly, is also prohibited.

(b) All 15 individuals listed as potential candidates on the Form of Blue Proxy Card filed by Broadcom and Broadcom Corporation with the Securities and Exchange Commission on February 20, 2018 (together, the Candidates), are hereby disqualified from standing for election as directors of Qualcomm. Qualcomm is prohibited from accepting the nomination of or votes for any of the Candidates.

(c) The Purchaser shall uphold its proxy commitments to those Qualcomm stockholders who have returned their final proxies to the Purchaser, to the extent consistent with this order.

(d) Qualcomm shall hold its annual stockholder meeting no later than 10 days following the written notice of the meeting provided to stockholders under Delaware General Corporation Law, Title 8, Chapter 1, Subchapter VII, section 222(b), and that notice shall be provided as soon as possible.

(e) The Purchaser and Qualcomm shall immediately and permanently abandon the proposed takeover. Immediately upon completion of all steps necessary to terminate the proposed takeover of Qualcomm, the Purchaser and Qualcomm shall certify in writing to the Committee on Foreign Investment in the United States (CFIUS) that such termination has been effected in accordance with this order and that all steps necessary to fully and permanently abandon the proposed takeover of Qualcomm have been completed.

(f) From the date of this order until the Purchaser and Qualcomm provide a certification of termination of the proposed takeover to CFIUS pursuant to subsection (e) of this section, the Purchaser and Qualcomm shall certify to CFIUS on a weekly basis that they are in compliance with this order and include a description of efforts to fully and permanently abandon the proposed takeover of Qualcomm and a timeline for projected completion of remaining actions.

(g) Any transaction or other device entered into or employed for the purpose of, or with the effect of, avoiding or circumventing this order is prohibited.

(h) If any provision of this order, or the application of any provision to any person or circumstances, is held to be invalid, the remainder of this order and the application of its other provisions to any other persons or circumstances shall not be affected thereby. If any provision of this order, or the application of any provision to any person or circumstances, is held to be invalid because of the lack of certain procedural requirements, the relevant executive branch officials shall implement those procedural requirements.

(i) This order supersedes the Interim Order issued by CFIUS on March 4, 2018.

(j) The Attorney General is authorized to take any steps necessary to enforce this order.

Sec. 3. Reservation. I hereby reserve my authority to issue further orders with respect to the Purchaser and Qualcomm as shall in my judgment be necessary to protect the national security of the United States.

Sec. 4. Publication and Transmittal. (a) This order shall be published in theFederal Register.

(b) I hereby direct the Secretary of the Treasury to transmit a copy of this order to Qualcomm and Broadcom.

DONALD J. TRUMP

THE WHITE HOUSE,

March 12, 2018.

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