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Qualcomm gets European approval for $38B NXP acquisition
Source: sandiegouniontribune   Editor: Helan   Update Time :2018/1/22 17:49:19

Qualcomm’s long-pending $38 billion acquisition of Dutch chip maker NXP Semiconductors got a boost Thursday when the antitrust regulators in Europe and South Korea approved the deal.

Qualcomm has received the go-ahead to acquire NXP from eight of nine required countries.

The acquisition helps diversify Qualcomm’s business beyond smartphones and into automotive, mobile payments and Internet of Things markets.

It’s not a done deal. Some NXP shareholders want Qualcomm to pay more. If Qualcomm raises its offer, that could provide ammunition to Broadcom in its hostile takeover effort.

Here is the full story

Qualcomm on Thursday received approval from European regulators for its proposed $38 billion acquisition of Dutch automotive chip maker NXP Semiconductors, a key milestone in pushing the deal forward.

The San Diego wireless technology giant also gained approval for the deal in South Korea. Now the acquisition has gotten the go-ahead from eight of the nine required regulatory agencies around the world, with China the one remaining holdout.

Qualcomm said it is optimistic that China will grant clearance of the deal “expeditiously.”

The NXP deal could play a role in Broadcom’s $103 billion hostile takeover bid for Qualcomm. In November, Broadcom offered $70 per share to buy Qualcomm, which Qualcomm’s broad of directors rejected as too low.

In a carefully worded statement, Broadcom said its offer for Qualcomm stands whether or not the NXP deal is completed at the current price of $110 per share.

But NXP’s shares are now trading at roughly $120 -- signaling that investors believe Qualcomm will eventually pay more.

It’s unclear what Broadcom would do in that case. But it could argue that Qualcomm is overpaying for NXP in its bid to take control of Qualcomm’s board of directors. Broadcom also could make any increase to its $70 per share offer for Qualcomm contingent upon abandoning a more expensive NXP deal.

Based in The Netherlands, NXP makes micro-controllers and other chips used in automotive, as well as secure payment semiconductors for chip cards and smartphone payments, as well as Internet of Things semiconductors.

The acquisition is considered a marquee piece of Qualcomm’s strategy to diversify its business beyond smartphones, where market growth is slowing.

European Union approval of the deal, which had been delayed at least once as regulators sought more information, was a key hurdle for Qualcomm.

"Acquiring NXP is complementary to Qualcomm's global portfolio, providing tremendous scale in automotive, Internet of Things, security and networking and will greatly accelerate our ability to execute and create value in new and adjacent opportunities."

In October 2016, Qualcomm agreed to buy NXP. With the assumption of NXP’s existing debt, the total enterprise value of the deal is $47 billion. NXP employs 31,000 workers globally.

Eighty percent of NXP shareholders must agree to the deal, and at least two activist NXP investors have said they won’t pledge to sell their shares to Qualcomm at the current $110 per share price.

Elliott Advisors, which owns 6 percent of NXP’s stock, submitted a letter and financial analysis to shareholders last month outlining its case that NXP is worth $135 per share on a stand-alone basis.

Qualcomm contends Elliott’s value estimate is “unsupportable.” In a video message to shareholders this week, Qualcomm Chief Financial Officer George Davis said the company will not pay more than what makes sense for Qualcomm shareholders.

With tax reform, the company could use off-share cash earmarked for the NXP acquisition to buy back a large amount of its own stock, which would deliver the same per-share benefit to its stockholders as the acquisition.

“Our preference is to close NXP, but not at all costs,” said Davis.

Broadcom has nominated an alternative slate to replace all 11 members of Qualcomm’s board. Shareholders will vote for either Broadcom’s nominees or Qualcomm’s existing directors ahead of its annual meeting on March 6.

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