Broadcom said on Monday it is run by a board and senior management team consisting nearly entirely of Americans and is largely owned by the same US institutional investors that own Qualcomm. CFIUS is an independent, multi-agency USA governmental body charged with protecting US national security. The Committee on Foreign Investment in the United States (CFIUS), which reviews deals for potential national security concerns, rarely reviews mergers before companies have clinched an agreement.
The Committee on Foreign Investment in the United States (Cfius), a panel made up of different U.S. government departments, asked Qualcomm to delay its annual meeting for 30 days so that it could "fully investigate" Broadcom's proposed deal.
At the now-postponed meeting, Qualcomm shareholders were going to vote whether to replace six Qualcomm board directors with Broadcom-nominated candidates, a move that could accelerate the acquisition if those candidates were elected and took a majority position on the board. In the letter, Cornyn also noted Qualcomm's significant role in the development of 5G technologies and that the United States is competing against China in this field.
Broadcom is not a Chinese company, and has pledged to move its domicile from Singapore to the United States, arguing this will makes its acquisition of Qualcomm not covered by CFIUS. CFIUS, under former President Barack Obama and current President Donald Trump, has soured on high-tech deals, particularly involving semiconductors, or involving sensitive information about American citizens.
CFIUS' intervention was unusual in that the panel typically reviews signed deals.
Shares of Qualcomm qcom lost 1% to close at $64.01 on Monday, and remained well below Broadcom's offer price. But it now appears willing to continue to pursue its bid for Qualcomm through the foreign-investment committee review, said Bernstein research analyst Stacy Rasgon in a research note.
As a result, Broadcom's business plan for Qualcomm, including any divestitures it plans in order to appease antitrust regulators, will be scrutinized by CFIUS, lawyers who advised companies on their CFIUS applications said.
"It should be clear to everyone that this is part of an unprecedented effort by Qualcomm to disenfranchise its own stockholders", the statement concludes. The company is now based in Singapore but late a year ago promised to move its headquarters to the United States.
Trump praised the move at the time, calling Broadcom "one of the really great, great companies". "Broadcom was informed on Sunday night that on January 29, 2018, Qualcomm secretly filed a voluntary request with CFIUS to initiate an investigation, resulting in a delay of Qualcomm's annual meeting 48 hours before it was to take place", said Broadcom in a statement this morning.
Qualcomm said it would comply with the order and delay its shareholder meeting at least 30 days.