Broadcom on Monday indicated that Qualcomm shareholders meeting scheduled for March 6 could be postponed amid the investigation by CFIUS on national security challenges posed by Broadcom.
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Broadcom says it was informed on Sunday night that Qualcomm secretly filed a voluntary request with CFIUS on January 29, 2018 to initiate an investigation, resulting in a delay of Qualcomm’s Annual Meeting 48 hours before it was to take place.
Broadcom in a statement said that the Qualcomm move is a desperate act by Qualcomm to entrench its incumbent board of directors and prevent its own stockholders from voting for Broadcom’s independent director nominees.
Broadcom had nominated 6 members to the 11-member board of Qualcomm. The filing means there will be investigation into the objective of the Singapore-based Broadcom’s motives behind the acquisition of the US-based Qualcomm.
Qualcomm did not mention submitting a voluntary notice to CFIUS in any of its interactions with Broadcom. Broadcom had two meetings on February 14, 2018 and on February 23, 2018 with Qualcomm.
Broadcom, which made a public commitment to redomicile to the US on November 2, said the process is underway. Upon completion of the redomiciliation, Broadcom’s proposed acquisition of Qualcomm will not be a CFIUS covered transaction.
The SEC has cleared Broadcom’s preliminary proxy statement. Broadcom expects to receive all requisite approvals to complete the process by the end of its fiscal second quarter ending May 6, 2018.
Broadcom is run by a Board of Directors and senior management team consisting almost entirely of Americans.
Broadcom is largely owned by the same United States institutional investors that own Qualcomm.
Qualcomm shareholders meeting on April 5
Chipset major Qualcomm will conduct the voting and other matters on April 5 as per direction from the Committee on Foreign Investment in the United States (CFIUS).
Broadcom will be under pressure during the investigation by CFIUS. Qualcomm is delaying the business of its 2018 Annual Meeting of Stockholders pursuant to an Interim Order received on March 4, 2018 from the Committee on Foreign Investment in the United States (CFIUS).
The 2018 Annual Meeting of Stockholders will be opened on March 6, 2018 at 8:00 a.m. Pacific Time and immediately adjourned to April 5, 2018. There will be no voting or other matters conducted at the meeting.
