Just two weeks ago, Broadcom Chief Executive Hock Tan had Qualcomm hooked.
He was poised to reel in his biggest prize in a long string of trophy acquisitions of technology companies. In early voting, a significant number of Qualcomm shareholders reportedly cast ballots supporting Tan’s candidates for Qualcomm board of directors, which would pave the way for a hostile takeover.
Then in an instant, Qualcomm escaped – thanks to a last-minute rescue by the Trump administration. Last Monday, the President blocked the $117 billion buyout, deeming it a potential threat to national security.
The move brings to an end a five-month saga for control of Qualcomm, a cellular giant and San Diego’s flagship technology company with 13,000 local employees.
Momentum in this epic fight seemed to shift daily. Now that it’s over, what remains are questions about conflicts between America’s long-standing free market/free trade stance and the need for national security – particularly surrounding critical industries such as telecommunications.
Even on Friday, more drama erupted after Qualcomm announced that Paul Jacobs, son of co-founder Irwin Jacobs, would not be re-nominated to the board at next Friday’s stockholder’s meeting. That announcement came just after Jacobs told board members he wanted to take Qualcomm private, a move that analysts dismissed as a long shot.
Whatever happens next, Qualcomm must come to grips with the business headwinds that made it vulnerable to Broadcom’s hostile takeover in the first place.
More from CFIUS?
As the debate over balancing free trade with national security heats up, expect to hear more about the secretive Committee for Foreign Investment in the United States.
Known as CFIUS, the multi-agency regulator headed by the Treasury Department investigates the national security impacts of foreign investment in U.S. firms.
It doesn’t disclose much about its decisions. But based on documents that Qualcomm made public in this case, it was concerned about Broadcom’s relationships with foreign entities.
CFIUS also worried that Broadcom would cut vital research spending to maintain Qualcomm’s edge in mobile communications.
If Qualcomm was weakened, it would open the door for Chinese rivals such as Huawei Technologies to become the leaders in advanced mobile technologies.
A 2012 Congressional report flagged Huawei as a security threat because of its ties to the Chinese government, which the company vehemently denies.
“In general terms, I think the new administration relative to China and telecommunications has been reluctant to support any Chinese vendor in the wireless space being in the U.S. market,” said Dan Mondor, chief executive of San Diego based Inseego.
Last year, Inseego abandoned the $50 million sale of its MiFi mobile hotspot division to China’s TCL Holdings after CFIUS objected.
“We have deployment in a number of enterprises, including government,” said Mondor. “Put it all together and it became obvious that it was never going to happen.”
In Qualcomm’s case, it has classified prime contracts with the Defense Department. It also supplies other government agencies.
“If there is no longer a major U.S. chip manufacturer that is on the cutting edge, that is a significant disadvantage to the U.S. government and domestic tech companies that rely on these U.S. suppliers for trusted components,” said Brian Fleming, a lawyer with Miller & Chevalier and former counsel for the Assistant Attorney General for National Security who managed CFIUS matters for the Department of Justice.
Broadcom pledged to keep up Qualcomm’s research and development investments in upcoming 5G networks – the high-speed wireless fabric for connecting not only smartphones but also cars, drones, health care devices, smart cities infrastructure and myriad other things.
Broadcom also is moving its headquarters from Singapore to the U.S., perhaps as early as April. So it no longer would be a foreign-based company. Though born in Malaysia, Tan has been a U.S. citizen for nearly 30 years and holds degrees from Harvard and MIT. He has worked for several major U.S. companies.
That’s why some analysts believe CFIUS’s national security fears were overblown.
In the past, CFIUS might have placed conditions on deals that raised national security fears to mitigate risk, said Fleming.
“Now the risk tolerance is much lower,” he said. “There is not the same belief that mitigation and conditions can really address those concerns.”
Turning the page
While the Broadcom challenge may be behind the company, Qualcomm’s board and executives remain under pressure from frustrated shareholders.
After four years of poor stock performance, the company will need to deliver on the lofty financial targets laid out in its effort to fend off Broadcom.
Hitting those targets depends on resolving its nasty legal battle with Apple over patent fees and closing its long delayed acquisition of NXP Semiconductors, which aims to diversify its business beyond the saturated smartphone market and into automotive, secure payment and sensor chips..
But neither will be easy. Apple, which has stopped paying Qualcomm for use of its cellular patents, has deep pockets and little incentive to settle, according to analysts. Lawsuits aren’t expected to go to trial until next year.
The NXP deal – on the drawing boards for nearly 18 months – is still awaiting the green light from China. Rising trade tensions could complicate gaining approval.
“If the NXP deal were to be blocked by China (perhaps due to trade retaliation) that would lower the floor for the stock,” said Raymond James analyst Chris Caso.
Even though Qualcomm promised to buy back shares should the NXP deal falter, such a move might not be popular with shareholders seeking a strategic growth story for the company
Qualcomm also pledged $1 billion in cost cuts, which likely signals layoffs. Management changes also could occur. Analysts are split on whether Qualcomm’s board will give Chief Executive Steve Mollenkopf more time to right the ship.
The picture should become clearer on March 23 when Qualcomm holds its annual shareholder meeting.
Once the stage for a dramatic showdown for control of Qualcomm’s board of directors, the meeting now likely will serve as a platform for executives to attempt to win back the trust of shareholders.
“We don’t expect investors to sit still and accept the status quo,” said Caso.
mike.freeman@sduniontribune.com;
760-529-4973
