QUALCOMM, Inc. Will Not Spinoff Despite Activist Pressure

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The board of directors of Qualcomm decided against the spinoff of its businesses despite the pressure from an activist investor and antitrust investigations. The stock price of the company climbed more than 3% to $48.49 per share at the time of this writing, around 12:03 in the afternoon in New York.

In a statement, Qualcomm said its board and management, with the help of independent advisors, completed the comprehensive review of its corporate and financial structure.

A Special Committee of the Board reviewed the benefits and challenges of the company’s current structure and considered various alternatives to enhance shareholder value.

Current structure will best fuel Qualcomm’s growth

The Board unanimously concluded that the current corporate and financial structure is the best for the company based on the recommendation of the Special Committee. According to the Board, the current structure best positions the company to maintain its technology leadership and product strength and to drive the greatest long-term value for shareholders.

Qualcomm CEO Steve Mollenkopf said, “The strategic benefits of the current structure will best fuel Qualcomm’s growth as we move through the upcoming technology transitions and extend our technologies to new user experiences, services, and industries.”

Mollenkopf added that alternative structures cannot replicate the strategic benefits and synergies of the company’s existing business model. “We, therefore, believe the current structure is the best way to execute on our strategy to build on our position in the ecosystem and deliver enhanced performance and returns,” he said.

Jana Partners pressed Qualcomm to consider spinoff and other options

In April, Jana Partners invested more than $2 billion in Qualcomm and pressured the company to consider a spinoff and other options to enhance shareholder value.

The activist investor gained two seats in the company’s Board in September. At the time, Qualcomm President Derek Aberle told Reuters that the board and management agreed with Jana that the company’s stock is undervalued. He added that the investors calling for a split were taking a “sum of the parts” analysis. The investors believed that the company’s licensing and chip business units would be valued more as independent companies.

Aberle also explained that Jana approached Qualcomm, but did not pressure the company to pursue a spinoff, but requested to review a breakup as one option to unlock value.”A lot of the things (Jana) put on the table were very consistent with things we’d already been talking to our shareholders about and already been planning for a long time,” said Aberle.

Antitrust investigations against Qualcomm

Last week, Qualcomm disclosed that the European Commission filed antitrust charges against it. The European regulator alleged that the company has been abusing its dominant market position in the region by offering financial incentives to mobile device makers.

The Fair Trade Commission of Taiwan also launched an investigation against Qualcomm. The Taiwanese regulator wants to determine whether the company’s patent licensing agreements violate the Taiwan Fair Trade Act.

Earlier this year, the company paid a penalty of $975 million to settle China’s antimonopoly investigation.

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