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Our views on why NXP is uniquely able to fulfil Qualcomm’s long-term strategic aims;
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Why we believe a price in excess of $135 per share for NXP is a fair and reasonable take-out price for an acquisition of NXP by Qualcomm; and
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Why we believe the benefits of the transaction to Qualcomm: (i) justify a price not only well above its current offer of $110 per share, but also in excess of our view of NXP’s intrinsic standalone value of $135 per share, and (ii) deliver significant value to Qualcomm’s own shareholders.
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NXP is uniquely positioned within the semiconductor market to radically enhance Qualcomm’s business mix and provide access to key high growth segments (auto and industrial), which will form a core pillar of Qualcomm’s long-term strategy. In our view, no other potential target for Qualcomm with a similar revenue contribution in similar end markets has the same strategic fit as NXP does due to NXP’s position across infotainment, in-vehicle networking and safety systems within automotive, leadership in broad-based MCUs and secure element technologies;
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Acquiring NXP allows Qualcomm to diversify away from its declining licensing business, reducing Qualcomm’s vulnerability to decreasing royalty rates and intensifying competition, while expanding into strategically relevant, high growth end-markets; and
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A combined Qualcomm/NXP business will, in our view, have an enhanced financial profile, with far superior top line growth, margin and cash conversion metrics relative to Qualcomm’s standalone prospects.
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In our view, Qualcomm’s acquisition of NXP will give it instant leadership in the automotive market which could also secure opportunities for Qualcomm’s LTE and 5G technology to become the automotive standard…
Stifel, QCOM: Expecting In-line Quarter; Weak FTC Complaint, 18 Jan 2017
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With the addition of NXP, the opportunity to grow content in the car increases dramatically. And we will be uniquely positioned for ADAS and autonomous driving, a large multi-decade megatrend that is just starting. You will be hearing more from us on this important topic in the future.
Steven Mollenkopf, Qualcomm CEO, Q2 2017 Earnings Call
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NXP would help Qualcomm diversify semiconductor exposure away from smartphones, and lessen the company’s dependence on licensing profits.
BofAML, QCOM: Modeling scenarios for Apple; worst case baked-in, yet expect continued volatility, 2 Feb 2017
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In addition, we believe the pending NXP acquisition will provide us with greater scale in automotive, IoT, security and networking with their highly complementary product and world-class sales channel, serving a long tail of customers that are driving growth. The combined company will be a technology and semiconductor leader with future annual revenues projected to be more than $30 billion.
Steven Mollenkopf, Qualcomm CEO, Q3 2017 Earnings Call
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We believe we are on a path to build Qualcomm into the semiconductor engine for the connected world.
Steven Mollenkopf, Qualcomm CEO, Q4 2016 Earnings Call
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This is also a financially compelling acquisition. We expect it to be significantly accretive to non-GAAP EPS immediately upon close and we've identified $500 million in cost synergies. Our capital structure post-close will remain conservative and we remain committed to maintaining a strong investment-grade rating. We expect to delever quickly giving us strategic flexibility and providing strong support for future capital returns to our stockholders.
Steven Mollenkopf, Acquisition of NXP Semiconductors N.V by Qualcomm Incorporated Call, 27 October 2016
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The NXP business, its access to technology and technology scale that would be very hard to do in a stand-alone way.
Steven Mollenkopf, CNBC Transcript: Qualcomm CEO Steve Mollenkopf Speaks with CNBC's David Faber on “Squawk on the Street” Today, 31 July 2017
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Average
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Median
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# deals
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Semiconductor M&A transactions5
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37.1
|
37.6
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12
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|
Large Cap M&A transactions6
|
37.0
|
34.7
|
45
|

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Is highly accretive to Qualcomm’s 2019 EPS: approximately 33 to 56% accretive at prices of $145 to 15515 (which would still imply a large discount to precedent transaction P/E multiples of 22x)16;
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Delivers a return on invested capital in excess of Qualcomm’s weighted-average cost of capital17;
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Will transform the Qualcomm business mix and provide a superior financial profile which is likely to result in a re-rating and could lead to an increase in excess of 30%18 from Qualcomm's undisturbed share price. In our view, Qualcomm will not be able to crystallise this upside through a large buyback as it will not improve Qualcomm’s business profile and is therefore unlikely to lead to multiple re-rating.
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