Qualcomm’s Board unanimously rejected all 11 executives nominated by Broadcom to replace current directors as part of its unsolicited takeover bid, citing inherent conflicts.
In a statement, Qualcomm said the Broadcom nominees “would not bring incremental skills or expertise to the Qualcomm Board”. The company instead nominated its 11 incumbent directors for re-election at the 2018 annual meeting, which will be held 6 March.
Broadcom put forth its suite of candidates after Qualcomm dismissed its $130 billion takeover offer. Broadcom said earlier this month “the nominations give Qualcomm stockholders an opportunity to voice their disappointment with Qualcomm’s directors and their refusal to engage in discussions with us”.
However, Qualcomm this week derided Broadcom’s decision to ask “stockholders to turn over control of their company” based on a proposal it said “dramatically undervalues” the company and “is not actionable due to its significant regulatory uncertainty”.
It added the regulatory issues surrounding Broadcom’s offer “may not be resolved for 18 months, if ever” and called out a “lack of committed financing” in Broadcom’s proposal.
Qualcomm argued its existing board has a “deep understanding” of both the licensing and semiconductor markets, and is focused on driving growth and value for shareholders through a strategy to lead in areas like 5G, edge computing and networking, IoT and automotive.
In a separate proxy statement filed Friday, Qualcomm urged shareholders to vote against the Broadcom nominees and cast their ballots in advance if they cannot attend the annual meeting.