Qualcomm Deal Advances -- WSJ

This article is being republished as part of our daily reproduction of WSJ.com articles that also appeared in the U.S. print edition of The Wall Street Journal (January 12, 2018).

BRUSSELS -- Qualcomm Inc. is set to clinch conditional European Union antitrust approval for its $39 billion acquisition of NXP Semiconductors NV, as soon as next week, according to people familiar with the matter, as the semiconductor company fends off unsolicited bids by Broadcom Ltd.

The EU opened an in-depth probe into the Qualcomm-NXP deal last June on concerns the deal could lead to higher prices, less choice and reduced innovation in the semiconductor industry. Qualcomm has since made commitments to assuage those fears.

Qualcomm's commitments include a pledge not to buy NXP's standard essential patents, plus assurances that rival products will still function with NXP's, according to one of the people familiar with the matter.

The European Commission said in June it was concerned the merged company would hold strong market positions in both cellular chipsets and chips for near-field communications, incentivizing it to exclude rival suppliers from the market or modify NXP's current intellectual property licensing practices. The EU also said the deal might remove competition for chips used in the automotive sector.

Qualcomm agreed to buy Netherlands-based NXP in October 2016, in a deal that would make it one of the top suppliers of chips used in cars, at a time when manufacturers are building automobiles with greater computer power and self-driving models develop.

The U.S. already has cleared the deal, but the merger still faces review elsewhere. Approval in Europe would pave the way for clearance in China and South Korea, which often wait for a decision from Europe, according to people familiar with international antitrust regulation.

At that point, Qualcomm will need to persuade NXP shareholders to tender their shares. Only 1.9% of NXP's outstanding common shares were tendered as of mid-December, when Qualcomm last extended its offer.

Qualcomm has been under pressure from activist shareholders to raise its offer beyond $110 a share, potentially shuffling the deck in its negotiations with Broadcom. Qualcomm has said it expected its purchase of NXP to close early this year at its original offer price.

The U.S. has already cleared the deal, but the merger still faces review from other jurisdictions, including China.

The Financial Times has reported the EU's clearance could come as soon as next week.

Qualcomm's merger with NXP would enlarge the company, just as Broadcom has been angling to take it over. Broadcom, which is currently co-headquartered in San Jose, Calif. and Singapore, launched a bid in November for Qualcomm that was rejected by the latter's board. Broadcom has since proposed replacing Qualcomm's board of directors and the matter will be put to a shareholder vote in March.

If a deal is reached, it would face scrutiny from regulators in multiple countries over market dominance, innovation and national security.

The EU continues to scrutinize Qualcomm's behavior in other areas. The commission formally accused Qualcomm in 2015 of illegally paying Apple Inc. to exclusively use its chips and selling chips below cost to force a competitor, Icera Inc., out of the market. Qualcomm has previously said its sales practices "have always complied with European competition law."

Qualcomm, based in San Diego, is the largest supplier of chips for mobile devices, including baseband chips that provide cellular connections and processors that run smartphone applications.

However, Qualcomm earns most of its profits from charging handset makers royalties for using its cellular patents. Most government investigations so far have focused on its licensing practices.

The U.S. chip maker's legal woes grew in 2017 after Apple opened a legal battle against it by suing Qualcomm in the U.S. and later in China and the U.K. -- building on international resistance to Qualcomm's patent-licensing business that has included antitrust investigations and fines in China, South Korea and the U.S.

Write to Natalia Drozdiak at natalia.drozdiak@wsj.com

(END) Dow Jones Newswires

January 12, 2018 02:47 ET (07:47 GMT)