Broadcom Under Investigation by FTC

Release time:2018-01-18
author:Ameya360
source:Dylan McGrath
reading:1163

  Broadcom said an ongoing investigation by the U.S. Federal Trade Commission into whether it engaged in anti-competitive tactics in negotiations and agreements with customers is immaterial to its business.

  The FTC probe, first reported by the Wall Street Journal Wednesday (Jan. 17), has been underway for several months and has recently gained momentum with the issuance of multiple subpoenas, according to the report.

  “This FTC review is immaterial to our business, does not relate to wireless and has no impact on our proposal to acquire Qualcomm,” a Broadcom spokesman said in a statement emailed Wednesday.

  Broadcom is currently engaged in a $105 billion hostile takeover attempt of rival chip maker Qualcomm. On Tuesday, Qualcomm sent a letter to stockholders repeating its board's assertion that the takeover proposal undervalues Qualcomm and urging them to vote for its slate of directors at the March 6 stockholder meeting.

  According to the Wall Street Journal report, which cites anonymous sources, the FTC probe focuses on a change made to Broadcom customer contracts that calls for customers to buy a certain percentage of Broadcom's output for a given product, rather than a set number. This structure could be problematic, raising concerns about other customers' access to the products, according to the report.

  The FTC and other global regulatory bodies have in recent months moved more aggressively to cut the use of alleged anti-competitive tactics in the semiconductor industry. Last year, the FTC sued Qualcomm, saying the San Diego-based chip vendor engaged in unlawful tactics to maintain a monopoly on cellular chips.

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Broadcom to acquire CA Technologies for $18.9B in cash
Broadcom Inc. (NASDAQ: AVGO), a semiconductor device supplier to the wired, wireless, enterprise storage, and industrial end markets, and CA Technologies (NASDAQ: CA), one of the world’s leading providers of information technology (IT) management software and solutions, today announced that the companies have entered into a definitive agreement under which Broadcom has agreed to acquire CA to build one of the world’s leading infrastructure technology companies.Under the terms of the agreement, which has been approved by the boards of directors of both companies, CA’s shareholders will receive $44.50 per share in cash. This represents a premium of approximately 20% to the closing price of CA common stock on July 11, 2018, the last trading day prior to the transaction announcement, and a premium of approximately 23% to CA’s volume-weighted average price (“VWAP”) for the last 30 trading days. The all-cash transaction represents an equity value of approximately $18.9 billion, and an enterprise value of approximately $18.4 billion.Hock Tan, President and Chief Executive Officer of Broadcom, said, “This transaction represents an important building block as we create one of the world’s leading infrastructure technology companies. With its sizeable installed base of customers, CA is uniquely positioned across the growing and fragmented infrastructure software market, and its mainframe and enterprise software franchises will add to our portfolio of mission critical technology businesses. We intend to continue to strengthen these franchises to meet the growing demand for infrastructure software solutions.”“We are excited to have reached this definitive agreement with Broadcom,” said Mike Gregoire, CA Technologies Chief Executive Officer. “This combination aligns our expertise in software with Broadcom’s leadership in the semiconductor industry. The benefits of this agreement extend to our shareholders who will receive a significant and immediate premium for their shares, as well as our employees who will join an organization that shares our values of innovation, collaboration and engineering excellence. We look forward to completing the transaction and ensuring a smooth transition.”The transaction is expected to drive Broadcom’s long-term Adjusted EBITDA margins above 55% and be immediately accretive to Broadcom’s non-GAAP EPS. On a combined basis, Broadcom expects to have last twelve months non-GAAP revenues of approximately $23.9 billion and last twelve months non-GAAP Adjusted EBITDA of approximately $11.6 billion.As a global leader in mainframe and enterprise software, CA’s solutions help organizations of all sizes develop, manage, and secure complex IT environments that increase productivity and enhance competitiveness. CA leverages its learnings and development expertise across its Mainframe and Enterprise Solutions businesses, resulting in cross enterprise, multi-platform support for customers. The majority of CA’s largest customers transact with CA across both its Mainframe and Enterprise Solutions portfolios. CA benefits from predictable and recurring revenues with the average duration of bookings exceeding three years. CA operates across 40 countries and currently holds more than 1,500 patents worldwide, with more than 950 patents pending.
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Wall Street Unimpressed by Broadcom's Latest M&A Deal
Broadcom Eyes New Acquisition Targets
  Broadcom executives said the company is eyeing fresh potential targets for acquisition, just days after U.S. President Donald Trump quashed the company's proposed $117 billion hostile takeover attempt of rival Qualcomm.  "We do see potential [acquisition] targets that are consistent with our proven business model and that also can drive returns well in excess of what we would otherwise achieve buying our own stock and/or paying down debt," said Tom Krause, Broadcom's chief financial officer, in a conference call with analysts to discuss the company's fiscal first quarter financial results.  But Krause added that future acquisition targets would be much smaller than the deal for Qualcomm, which would have been the largest high-tech acquisition in history and been financed largely through bank loans.  "Our future acquisitions are much more likely to be funded with cash available on our balance sheet and without the need to flex the balance sheet much beyond our current financial policy of two times net leverage," Krause said. He added that Broadcom executives would not take comments on the Qualcomm deal or Trump's order in the Q&A portion of the analyst call.  Trump, in an order issued Monday (March 12), took the unprecedented step of prohibiting an acquisition on national security grounds prior to a deal being finalized. In fact, after Qualcomm's board unanimously rejected Broadcom offers multiple times, the fate of the acquisition bid was to be decided by the election of Qualcomm board members at Qualcomm's annual shareholder meeting.  The Qualcomm stockholder vote had been pushed back after the Committee on Foreign Investment in the United States (CFIUS) raised concerns that the acquisition of Qualcomm by Broadcom would hurt U.S. standing in 5G and pave the way for Qualcomm rivals based in China to take the lead in the space.  Analysts widely expect Broadcom to continue its acquisition spree following the Qualcomm ruling. Under CEO Hock Tan, Broadcom has grown aggressively through acquisition, including recent buys of LSI and Brocade. Broadcom as it exists today was formed through acquisition when Avago Technologies bought Broadcom Corp. in 2015 and took the name.  Also Thursday, Broadcom reported fiscal first quarter earnings and sales slightly better than most analysts expected. The company posted sales of $5.33 billion, up 10 percent from the previous quarter and up 29 percent from the first quarter of fiscal 2017.  Broadcom reported a net income of more than $6.57 billion for the first quarter, thanks largely to the significant impact of provisional income tax benefits provided by the U.S. government's recent tax code overhaul. The net income was more than 10 times the net income the company reported in the previous or year-ago quarters.  For the current quarter, Broadcom said it expects sales to decline to about $5 billion.
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