February 26, 2018 / 11:37 AM / 3 months ago

BRIEF-Qualcomm Proposes Due Diligence, Price Talks With Broadcom

Feb 26 (Reuters) - Qualcomm Inc:

* QUALCOMM PROPOSES FURTHER ENGAGEMENT WITH BROADCOM ON PRICE AND TERMS OF POSSIBLE TRANSACTION

* QUALCOMM INC - ‍BOARD “ENCOURAGES” BROADCOM TO ENTER INTO MUTUAL DUE DILIGENCE AND PRICE NEGOTIATIONS​

* QUALCOMM - BOARD AUTHORIZED PROVIDING BROADCOM WITH A MARK-UP OF BROADCOM’S PREVIOUSLY RELEASED DRAFT MERGER AGREEMENT

* QUALCOMM INC - BOARD BELIEVES MEETING WITH BROADCOM LED TO FURTHER PROGRESS TOWARD A POSSIBLE NEGOTIATED TRANSACTION ON KEY ISSUES OTHER THAN PRICE

* QUALCOMM INC - BOARD IS UNANIMOUS IN ITS VIEW THAT EACH OF BROADCOM’S PROPOSALS MATERIALLY “UNDERVALUES” QUALCOMM​

* QUALCOMM - IN FEB. 23 MEETING WITH BROADCOM, PROPOSED REVERSE TERMINATION FEE OF 9% OF ENTERPRISE DEAL VALUE, PAYABLE IF DEAL TERMINATED IN SOME CIRCUMSTANCES

* QUALCOMM INC - ‍MADE PROGRESS ON REGULATORY AND OTHER DEAL CERTAINTY ISSUES WITH BROADCOM

* QUALCOMM INC - ‍BROADCOM “CONTINUED TO INSIST” THAT CURRENT $79.00 PER SHARE PROPOSAL IS “BEST AND FINAL PROPOSAL”​

* QUALCOMM - ON FEB. 23, ASKED BROADCOM TO ANY CONDUCT REMEDIES THAT MAY BE IMPOSED THAT WOULD NOT HAVE MATERIAL ADVERSE EFFECT ON COMBINED CO (AFTER DIVESTITURES)

* QUALCOMM SAYS TOM HORTON, IN CAPACITY AS PRESIDING DIRECTOR (LEAD INDEPENDENT DIRECTOR), TO CONTINUE TO LEAD CO IN NEGOTIATIONS WITH BROADCOM

* QUALCOMM INC - ‍PRIOR $82.00 PER SHARE PROPOSAL FROM BROADCOM ALSO “MATERIALLY UNDERVALUES” QUALCOMM​

* QUALCOMM INC - ‍CURRENT CHALLENGES IN LICENSING BUSINESS HAVE MASKED CO’S PERFORMANCE IN SEMICONDUCTOR BUSINESS​

* QUALCOMM - ON FEB. 23, BROADCOM TOLD CO IT WOULD NOT RESTRICT CO’S ABILITY TO OPERATE LICENSING BUSINESS BETWEEN SIGNING & CLOSING OF DEAL

* QUALCOMM INC SAYS PROPOSES TO BROADCOM TO AGREE ON APPROACH TO PROVIDE INFORMATION ON LICENSING BUSINESS

* QUALCOMM - BROADCOM STILL DECLINED TO DISCLOSE PLANS TO CHANGE HOW LICENSING BUSINESS WOULD BE STRUCTURED, OPERATED AFTER DEAL CLOSE

* QUALCOMM - ‍”VERY SENSITIVE TO UNCERTAINTY” FOR SHORT-TERM PERFORMANCE AND QUESTIONS IT RAISED AS TO LONG-TERM PROSPECTS FOR LICENSING BUSINESS​

* QUALCOMM - CO PROPOSES ENTERING INTO NON-DISCLOSURE AGREEMENT WITH BROADCOM & BEGINNING BILATERAL DUE DILIGENCE

* QUALCOMM - CO WILLING TO JOINTLY SELECT LAW FIRM THAT BROADCOM WOULD FULLY BRIEF ON ITS LICENSING PLANS

* QUALCOMM INC - ‍PROPOSE ARRANGING A MEETING WITH BROADCOM FOCUSED ON PRICE

* QUALCOMM - ‍COMMITTED TO EXPLORING FULLY WITH BROADCOM WHETHER A NEGOTIATED TRANSACTION IS ACHIEVABLE​

* QUALCOMM - CO’S MARK-UP OF BROADCOM’S PRIOR DRAFT AGREEMENT INTENDED TO PROVIDE PATH FORWARD ON REGULATORY & DEAL CERTAINTY ISSUES

* QUALCOMM - PATH FORWARD BASED ON MARK-UP OF BROADCOM’S PRIOR DRAFT DOES NOT NEED “HELL OR HIGH WATER” COMMITMENT ON REGULATORY FRONT

* QUALCOMM - IF CO’S MARK-UP IS ACCEPTABLE TO BROADCOM, IT WOULD RESOLVE ALL ISSUES BETWEEN COS OTHER THAN PRICE Source text for Eikon: Further company coverage:

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