Qualcomm has rejected Broadcom's latest $121 billion takeover offer but said it is prepared to sit down with Chief Executive Hock Tan to discuss the proposal.
In a letter to Tan on Thursday, Qualcomm Executive Chairman Paul Jacobs said the company's board of directors believes the latest $82 per share offer "materially undervalues Qualcomm and falls well short of the firm regulatory commitment the board would demand given the significant downside risk of a failed transaction."
But Qualcomm's board is prepared to meet with Tan so he can explain how he would attempt to bridge the gaps in value, deal certainty and other unaddressed issues.
The move is the first time Qualcomm has said it would sit down with Tan after he began pursuing an acquisition of Qualcomm in November.
At that time, Tan offered $70 per share for Qualcomm, which the board rejected as too low. Tan then nominated alternative candidates to replace all 11 members of Qualcomm's board of directors in a hostile takeover bid.
Qualcomm shareholders are slated to vote on either Broadcom's or Qualcomm's board candidates by the company's annual meeting on March 6.
On Monday, Tan boosted his offer to $82 per share -- with $60 in cash and $22 in Broadcom stock.
In the letter, Qualcomm's board said it is seeking clarity on whether Tan would be willing to increase the price. In addition, it wants to know what steps he would take to ensure the deal closes.
Qualcomm contends that overlap in Wi-Fi, Bluetooth and other product lines, as well as customer concerns, could result in a lengthy review by global regulators, who might require selling off divisions or block the deal outright.
"The differences in our business models expose the company to significant customer and regulatory risk between signing and closing an agreement," the letter said. "If you are not willing to agree to do whatever is necessary to ensure a transaction closes, we will need you to be extremely clear and specific about exactly what actions you would refuse to take so that we can properly evaluate the risk to Qualcomm's shareholders."
Broadcom had not yet responded to a request for comment.
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