Qualcomm, Broadcom plan to meet on February 14

Broadcom Scales Back Qualcomm Board Challenge to Simple Majority

Qualcomm, Broadcom To Meet

Broadcom on Tuesday cut the number of board seats it was trying to win at Qualcomm to six from 11 and reiterated that its offer for the company was only good until the conclusion of a March 6 shareholder meeting at the chipmaker.

Broadcom is looking for a majority in Qualcomm's 11-person board. It nominated alternative candidates, many of whom had ties to Broadcom's private equity backer Silver Lake Partners or tech companies that Broadcom had previously acquired.

Broadcom said Tuesday it will seek election of only six - rather than 11 - board members in its proxy battle for control of San Diego-based Qualcomm.

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Qualcomm could not be immediately reached for comment.

It must be noted that Qualcomm has voiced its concerns about Broadcom securing funds for its proposed $121 billion transaction, saying that it considerably underrates the company.

Broadcom raised its cash-and-stock offer last week to $82 per share from $70, and made other concessions, including offering to pay Qualcomm an $8 billion breakup fee should antitrust regulators block the deal.

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Qualcomm responded on Thursday that unless Broadcom will agree to do whatever is necessary to ensure the deal closes, a commitment to divestitures without restrictions often referred to as "hell or high water", it would have to be extremely clear and specific about what actions it would refuse to take.

In order to take over Qualcomm, Broadcom will be seeking to gain a majority on the company's board of directors.

"In addition, they have welcomed our willingness to provide for appropriate continuity on the Qualcomm board, and have also expressed a desire for a definitive mechanism of achieving such continuity", said Tan.

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Broadcom's six nominees are: Samih Elhage, formerly of Nokia; David Golden, former investment banker at J.P. Morgan; Veronica Hagen, retired CEO of Polymer Group; Julie Hill, owner of The Hill Co.; John Kispert of Black Diamond Ventures and Harry You, a former executive with EMC Corp. Both stocks trade on the Nasdaq.

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