Broadcom (AVGO) to Nominate the list of 11 at Qualcomm’s 2018 Annual Meeting (QCOM) – tech2.org

Broadcom (AVGO) to Nominate the list of 11 at Qualcomm’s 2018 Annual Meeting (QCOM)



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Broadcom Limited (NASDAQ: AVGO) today announced that it has notified Qualcomm Incorporated (NASDAQ: QCOM) of its intention to nominate a list of 11 independent and highly qualified persons to elect the Board of Directors of Qualcomm and propose other matters for consideration by Qualcomm's shareholders at the Qualcomm Annual Shareholders' Meeting in 2018.

Broadcom intends to file with the Securities and Exchange Commission a proxy statement, accompanied by a BLUE proxy card, regarding with Qualcomm's 2018 Annual Meeting. Qualcomm announced that its 2018 Annual Meeting will be held on March 6, 2018.

On November 6, 2017, Broadcom proposed to acquire all outstanding shares of Qualcomm for each share of $ 70.00 in cash and shares, consisting of $ 60.00 in cash and $ 10.00 in Broadcom stock. Broadcom's offer represents a 28% premium on the closing price of Qualcomm's common stock on November 2, 2017, the last unaffected trading day prior to media speculation about a potential transaction, and a premium of 33%. % over the weighted volume of 30 days Qualcomm average price. Broadcom's proposal states whether Qualcomm's pending acquisition of NXP Semiconductors NV ("NXP") is consummated under the currently disclosed terms of $ 110 per share of NXP or if it is terminated.

Hock Tan, Chairman and CEO of Broadcom, said: Many Qualcomm shareholders have expressed their desire for Qualcomm to interact with us. We also continue to receive positive feedback from clients and, having had initial meetings with certain relevant antitrust authorities, we continue to trust that all regulatory requirements necessary to complete a combination will be met in a timely manner. Although we are taking this step, it is still our great preference to enter into a constructive dialogue with Qualcomm. We try to establish relationships with Qualcomm repeatedly and, despite the support of shareholders and customers for the transaction, Qualcomm has ignored those opportunities. The nominations give Qualcomm shareholders the opportunity to express their disappointment with the commitment of Qualcomm's directors and their refusal to enter into conversations with us. In light of the significant value that our proposal provides to Qualcomm shareholders, we believe that Qualcomm shareholders would be better served by new, highly qualified independent candidates who commit to maximize value and act in the best interests of Qualcomm's shareholders. "

Ensuring continuity, Broadcom would support a decision by the 11 new directors, following their election, to increase the size of the Board and reappoint Mark D. McLaughlin, Anthony J." Tony "Vinciquerra and Jeffrey W. Henderson as directors.

Broadcom the nominees for the Qualcomm Board are:

  • Samih Elhage former president of Nokia Corporation's mobile network business group, formerly the financial director and operations officer of Nokia Siemens Networks and Nokia Networks, subsidiaries of Nokia, also served on the boards of Alcatel-Lucent Corporation, Alcatel Shanghai Bell and Quickplay Media Inc.
  • Raul J. Fernandez Vice Chairman of Monumen tal Sports & Entertainment and former President and CEO of ObjectVideo, Inc. He also served as CEO of Dimension Data North America and as President, CEO and President of Proxicom, Inc. He serves on the boards of AtSite, Inc. and P Erfect Sense, Inc., and previously served as Director of Kate Spade & Company.
  • Michael S. Geltzeiler consultant of Temasek Holdings. He previously served as Senior Vice President and CFO of ADT Corporation and, before that, CFO and Executive Vice President of the Group on NYSE Euronext.
  • Stephen J. Girsky Managing Partner of VectoIQ, an independent consulting firm. He previously served in various capacities at General Motors, including Vice President. He serves on the boards of the United States Steel Corporation, Brookfield Business Partners, Drive.ai and Valens Semiconductor Ltd. He previously served as GM Director after his retirement from bankruptcy and as Principal Independent Director of Dana Holdings Corp.
  • David G. Golden managing partner of Revolution Ventures. He previously spent 18 years in J.P. Morgan, including five years as vice president and director of technology, media and investment banking in telecommunications. She serves on the boards of Barnes & Noble Education, Inc. and Blackbaud, Inc. Previously served as director of Everyday Health, Inc. and Barnes & Noble, Inc.
  • Veronica M. Hagen president and CEO retired from Polymer Group, Inc. (later renamed AVINTIV Specialty Materials Inc). He also served as president and CEO of Sappi Fine Paper and held several positions at Alcoa, including vice president and customer director and president of the Alcoa Engineered Products business unit. She serves on the boards of Newmont Mining Corporation, Southern Company and American Water Works Company, Inc. Previously served as director of AVINTIV, Jacuzzi Brands, Inc. and Covanta.
  • Julie A. Hill owner of The Hill Company. He serves on the Board of Anthem, Inc. and was Director of WellPoint Health Networks Inc. prior to its merger with Anthem. He has been Trustee of the Lord Abbett Family of Mutual Funds since 2004 and previously served as Director of Lend Lease, Ltd., Resources Connection, Inc., and Holcim US.
  • John H. Kispert Managing Partner of Black Diamond Ventures. He previously served as President and CEO and as Director of Spansion, Inc. through its merger with Cypress Semiconductor Corporation. He serves on the boards of Gigamon Inc. and Barracuda Networks, Inc. He previously served as Director of Cypress, TriNet Group, Inc., and Extreme Networks, Inc., where he was Chairman.
  • Gregorio Reyes former Director and Chairman of the Boards of Dialog Semiconductor plc and LSI Corporation, and former Director of Seagate Technologies Public Limited Company. He was previously co-founder and president of Sunward Technologies Inc., president and CEO of American Semiconductor Equipment Technologies, and president and CEO of National Micronetics. He served on National Semiconductor, Motorola, Fairchild Semiconductor and Eaton.
  • Thomas S. Volpe administrative member of Volpe Investments LLC. He was previously CEO of Dubai Group LLC, a diversified investment firm based in the United Arab Emirates, and before that, he served as Chairman of the Prudential Volpe Technology Group. He served on the Boards of Linear Technology Corporation and EFG-Hermes Holding Company.
  • Harry L. You President, Chief Financial Officer and Director of GTY Technology Holdings Inc. Previously served as Executive Vice President in the Office of the President of EMC Corporation. He served as CEO of BearingPoint Inc., Executive Vice President and Chief Financial Officer of Oracle Corporation and Chief Financial Officer of Accenture Ltd. He previously served as Director of Korn / Ferry International.

Moelis & Company LLC, Citi, Deutsche Bank, JP Morgan, BofA Merrill Lynch, Morgan Stanley and Wells Fargo Securities act as financial advisors to Broadcom. Wachtell, Lipton, Rosen & Katz and Latham & Watkins LLP act as legal advisors.

For more information on Broadcom's proposal for Qualcomm and candidates, visit www.AVGO-QCOM.com . [19659021] [ad_2]
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