Early on Monday, Broadcom blasted Qualcomm's move to "secretly" file a request with the Committee on Foreign Investment in the U.S., or CFIUS, to review its unsolicited bid of $79 per share. The review will delay Qualcomm's shareholder meeting, scheduled for Tuesday, by at least 30 days.
Updated from 7:34 a.m. with additional information.
"This was a blatant, 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 said before the market open. Broadcom said in November it would change its domicile from Singapore to the U.S., which would presumably render a CFIUS investigation into a foreign acquirer unnecessary.
Firing back later in its own statement on Monday, Qualcomm called Broadcom's comments "a continuation of its now familiar pattern of deliberately seeking to mislead shareholders and the general public by using rhetoric rather than substance to trivialize and ignore serious regulatory and national security issues." It also disputed Broadcom's claim that the CFIUS inquiry was a surprise to them, claiming that "Broadcom has been interacting with CFIUS for weeks and made two written submissions to CFIUS."
Shares of Qualcomm dropped about 0.5% to $64.42 on Monday morning. Broadcom fell 0.5% to $249.70.
The San Diego company's annual meeting on Tuesday promised a showdown with Broadcom, which has nominated six directors for Qualcomm's board.
Broadcom's offer values Qualcomm's equity at $118 billion. Depending on assumptions about Qualcomm's leverage after its purchase of NXP Semiconductors NV (NXPI), the value of Broadcom's offer including debt would be $143 billion to $149 billion.
While the unsolicited bid offers a significant premium, it falls well below the combined equity value of Qualcomm and NXP. Qualcomm's market cap stood at $95 billion on Monday. The chip maker offered $45 billion in cash for NXP, putting their combined equity value at $140 billion -- more than $20 billion or so above Broadcom's bid.
Because of the valuation imbalance, the NXP purchase could serve as a poison pill. After Qualcomm increased its offer to NXP, Broadcom lowered its bid. Tan would likely balk at paying an extra $22 billion.
The CFIUS order also gives Qualcomm an extra 30 days to receive approval from Chinese regulators for its purchase of NXP. The company has received other needed approvals.
Qualcomm has some traction on Capitol Hill, after Rep. Duncan Hunter, R-Calif., and Sen. John Cornyn, R-Texas, recently called for CFIUS to look at the proposal.
Such a review would break with convention, as Bernstein Research analyst Stacy Rasgon wrote in a Thursday report, noting Broadcom's pledge to move its domicile.
"We are not lawyers (or policy wonks), and don't know if CFIUS has any real jurisdiction in the current situation, and the cases as laid out feel very weak to us (but politics is politics, so we can't say they won't find some way either)," Rasgon wrote.