Following the U.S. government's rejection of Broadcom Ltd.'s (AVGO) $79 a share bid to buy Qualcomm Inc. (QCOM) , questions are emerging about the future of another big related semiconductor deal and a review it still is undergoing by Chinese authorities.
The Trump administration moved late Monday, March 12, to block Broadcom's hostile bid and proxy war to take control of Qualcomm following a recommendation from the Committee on Foreign Investment in the U.S., an inter-agency panel of regulators charged with reviewing cross-border deals for national security risk.
The rejection puts a spotlight on Qualcomm's yet-to-be-completed $45 billion acquisition of NXP Semiconductors NV, a deal that was well underway before Broadcom submitted its unsolicited offer.
San Diego-based Qualcomm in February sweetened its offer to buy Amsterdam-based NXP Semiconductors, to $127.50 a share, a move that allowed it to reach an agreement with some dissident shareholders including Paul Singer's activist fund, Elliott Management Corp., which had been pushing for a higher bid.
With Elliott Management taken care of, Qualcomm, however, still has one major hurdle to overcome to get its deal approved—it still needs a regulatory OK from the China's Ministry of Commerce, or Mofcom.
One large NXP investor on the sidelines of the Council of Institutional Investors conference in Washington said he was worried that Mofcom and the Chinese government would reject the NXP acquisition as retaliation to the U.S. government's move to block Broadcom's acquisition of Qualcomm.
That is a serious possibility considering that Cfius rejected any possible Broadcom-Qualcomm deal over worries that it could put the U.S. at a disadvantage to China over the development of 5G wireless technology. It also comes as the Trump administration has rejected other Chinese acquisitions of U.S. companies in recent months.
For example, in September, President Trump blocked China-backed Canyon Bridge Capital Partners Inc.'s $1.3 billion acquisition of Lattice Semiconductor Corp. following Cfius recommendations.
The Securities and Exchange Commission last month rejected a proposed $20 billion acquisition of the Chicago Stock Exchange by a group that includes Chinese buyers.
In addition, on Tuesday, the Financial Times reported that a Chinese sovereign wealth fund, China Investment Corp., sold its stake in U.S. buyout shop Blackstone Group LP, without any explanation in a move that emerged after Cfius rejected Broadcom's bid for Qualcomm.
In January, MoneyGram International Inc. (MGI) and China's Ant Financial Services Group Ltd. called off their proposed $1.2 billion merger after the deal failed to get approval from the U.S. government.
In addition, a March 5 report by the Treasury Department, which heads Cfius, said the U.S. government is worried that a Broadcom-Qualcomm deal would result in Qualcomm losing its leadership role in 5G standards-setting and thus creating an opening for China's Huawei Technologies Co. Ltd.
In addition, at least two lawmakers have expressed concern about Broadcom's strategic collaborations in China involving memorandums of understanding with Chinese companies HBC, Inspur and StarTimes.
A key difference between many of these deals and a Broadcom-Qualcomm hook up, however, is that Broadcom had been moving to redomicile itself from Singapore to the U.S. and said recently that it had expected to complete the move by April 3, in advance of its director-election battle slated for Qualcomm's April 5 annual meeting. Many Cfius experts have argued that Cfius would not have any review authority over the deal once it had redomiciled in the U.S.
One big institutional investor lobbyist told The Deal that after speaking on Capitol Hill to lawmakers it was his impression that Trump wants to use Cfius to block deals involving China to get back at China and North Korea.The Trump administration has been putting pressure on China to put a check on North Korea's nuclear ambitions.
"If he can find some connection to China or North Korea he's going to want something done," he said.
Qualcomm earlier this month extended the offering period for its previously announced tender to buy NXP, since Mofcom had yet to approve the deal. All other regulators have already approved the transaction. For example, in January, Qualcomm received antitrust approval from the European Union and South Korea for its acquisition of NXP after agreeing to some concessions.
Qualcomm did not return a request for comment.
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