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The gloves are coming off.
US chipmaker Broadcom has on Monday announced plans to nominate a new slate of 11 directors to replace Qualcomm’s board after its San Diego-based rival rejected its $130bn unsolicited takeover approach.
The move sets Broadcom up for a potential proxy fight with Qualcomm and marks the first step by the Singapore-based chipmaker towards a hostile bid.
Broadcom said in a statement that it plans to nominate nine men and two women to Qualcomm’s board during its target’s annual meeting on March 6, 2018. Broadcom added that it supports the reappointment of Mark McLaughlin, Anthony Vinciquerra and Jeffrey Henderson as directors and would seek to enlarge the size of the board to accommodate them.
“The nominations give Qualcomm stockholders an opportunity to voice their disappointment with Qualcomm’s directors and their refusal to engage in discussions with us,” said Hock Tan, Broadcom president and chief executive.
The news comes three weeks after Qualcomm unanimously rejected Broadcom’s $70-a-share offer, saying it “dramatically undervalues” its business and presented “significant regulatory uncertainty”.
The move will put further pressure on Qualcomm’s management to come to the table or better explain to shareholders why it should remain an independent company.
Broadcom for its part said its “strong preference” remains to engage in a constructive dialogue with its takeover target.
The 11 nominees that Broadcom is seeking to elect to Qualcomm’s board are:
- Samih Elhage, former President of the Mobile Networks Business Group of Nokia Corporation.
- Raul J. Fernandez, Vice Chairman of Monumental Sports & Entertainment and former Chairman and CEO of ObjectVideo, Inc.
- Michael S. Geltzeiler, consultant for Temasek Holdings.
- Stephen J. Girsky, Managing Partner of VectoIQ, an independent advisory firm.
- David G. Golden, Managing Partner at Revolution Ventures.
- Veronica M. Hagen, retired President and CEO of Polymer Group, Inc. (later renamed AVINTIV Specialty Materials Inc).
- Julie A. Hill,owner of The Hill Company. Serves on the Board of Anthem, Inc. and was a Director of WellPoint Health Networks Inc. prior to its merger with Anthem.
- John H. Kispert, Managing Partner of Black Diamond Ventures.
- 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
- Thomas S. Volpe,Managing Member of Volpe Investments LLC.
- Harry L. You,President, CFO and Director of GTY Technology Holdings Inc.