Chipset company Broadcom will seek the election of six, rather than 11, nominees to the Qualcomm board of directors.
The change in the strategy of Broadcom follows the decision of Qualcomm and Broadcom to meet on 14 February to iron out issues including regulatory challenges, final bid price of $121 billion, among others.
Broadcom today said that the Qualcomm shareholders want a continuity in the board and hence decided against seeking 11 members removing the entire board of Qualcomm. Earlier, Broadcom was keen to offer two board positions to Qualcomm including Paul Jacobs in the combined company.
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Qualcomm’s shareholders will be electing the 11 member board at the 2018 Annual Meeting on March 6, 2018.
Broadcom is looking for a majority in Qualcomm’s 11-person board. “Electing a majority of new board members is the only way for Qualcomm stockholders to obtain the benefit of Broadcom’s $82 per share for buying Qualcomm.
Broadcom will be withdrawing the $82 per share offer after the determination of the annual meeting unless Broadcom has entered into a definitive agreement to acquire Qualcomm or Broadcom’s six independent nominees are elected.
Broadcom on Monday said it has tied up with financial institutions for the $121 billion bid for Qualcomm.
“Qualcomm stockholders have consistently communicated to us their support for our $82 per share cash and stock offer. In addition, they have welcomed our willingness to provide for appropriate continuity on the Qualcomm board,” Broadcom CEO Hock Tan said.
The six nominees are Samih Elhage, David Golden, Veronica Hagen, Julie Hill, John Kispert and Harry You. By electing all the Broadcom nominees, Qualcomm stockholders will direct a simple majority of the board to transact with Broadcom on its proposal, while also ensuring that there is board continuity with the remaining five directors.
