Pomerantz LLP announces that a class action lawsuit has been filed against Qualcomm Incorporated (“Qualcomm” or the “Company”) and certain of its officers. The class action, filed in United States District Court, Southern District of California, and docketed under index 18-cv-01457, is on behalf of a class consisting of investors who purchased or otherwise acquired Qualcomm securities, between January 31, 2018 and March 12, 2018, inclusive (the “Class Period”), seeking to pursue remedies under the Securities Exchange Act of 1934 (the “Exchange Act”) against QUALCOMM and certain of its senior officers (collectively, “Defendants”).
QUALCOMM develops and commercializes “foundational technologies and products used in mobile devices and other wireless products.” According to the Company’s Annual Report on Form 10-K, filed with the SEC on November 1, 2017, QUALCOMM is “a pioneer in 3G (third generation) and 4G (fourth generation) wireless technologies, and [is] a leader in 5G (fifth generation) wireless technologies to empower a new era of intelligent, connected devices.” The Company derives revenues principally from the sale of integrated circuit products and the licensing of intellectual property.
Broadcom Limited (“Broadcom”) is a designer, developer and global supplier of a broad range of semiconductor devices, with a focus on complex digital and mixed signal complementary metal oxide semiconductor (“CMOS”) based devices and analog III-V based products. Broadcom is incorporated, and maintains its principal executive offices, in Singapore. Beginning in November 2017, Broadcom announced a series of unsolicited proposals to acquire all of the outstanding shares of QUALCOMM’s common stock.
Unbeknownst and undisclosed to investors, on January 29, 2018, QUALCOMM secretly filed a voluntary request for the Committee on Foreign Investment in the United States (“CFIUS”) to initiate an investigation into Broadcom’s actions in an effort to frustrate Broadcom’s attempt to acquire the Company. Once the Company’s undisclosed unilateral action was revealed to the market on March 5, 2018, and as the market continued to learn additional information about the nature and extent of QUALCOMM’s secret action vis-à-vis CFIUS, and the ramifications therefrom, the price of the Company’s common stock declined substantially.
On March 5, 2018, Broadcom issued a press release entitled “Broadcom Disappointed Will of Qualcomm Stockholders to be Deferred.” That press release disclosed QUALCOMM’s secret actions with respect to CFIUS as follows, stating that “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.” The Broadcom press release characterized Qualcomm’s actions as “a blatant, desperate act by Qualcomm to entrench its incumbent board of directors and prevent its own stockholders from voting for Broadcom’s independent director nominees.”
Also on March 5, 2018, QUALCOMM filed a Current Report on Form 8-K with the SEC disclosing that it had “received an Interim Order” from CFIUS (the “March 4, 2018 Interim Order”). A copy of the March 4, 2018 Interim Order was attached to the Form 8-K as Exhibit No. 99.1. Among other things, the March 4, 2018 Interim Order directed that “[Q]ualcomm’s annual stockholder meeting, including the election of its Board of Directors, shall be delayed from its current scheduled date of March 6, 2018, for a period of 30 (thirty) days. Qualcomm shall hold in abeyance the acceptance or count of any votes or proxies for directors, and shall take no action to complete the election of directors.”
Following this news, the price of the Company’s common stock declined $0.73 per share, or 1.13%, to close at $64.01 per share on March 5, 2018
On March 6, 2018, QUALCOMM filed a Current Report on Form 8-K with the SEC disclosing that it had (i) “received a letter, addressed to both Broadcom Limited and Qualcomm, from the U.S. Department of Treasury” (the “March 5, 2018 Letter”); and (ii) “received a Modification of Interim Order” from CFIUS (the “Modification of Interim Order”). Copies of the March 5, 2018 Letter and the Modification of Interim Order were attached to the Current Report on Form 8-K as Exhibits. The March 5, 2018 Letter shed further light on QUALCOMM’s actions, and the resulting impact of such actions, stating that “the U.S. Department of Treasury (“Treasury”) filed an agency notice pursuant to 31 C.F.R. §800.401(c) broadening the scope of review [of its inquiry] to cover the proposed hostile takeover of Qualcomm.”
Following this news, the price of the Company’s common stock declined an additional $1.87 per share, or 2.92%, to close at $62.14 per share on March 6, 2018.
On March 12, 2018, post-market, President Donald J. Trump issued an order blocking Broadcom from taking further action regarding its proposed acquisition of QUALCOMM.
Following this development, the price of the Company’s common stock declined an additional $3.11 per share, or 4.95%, to close at $59.70 per share on March 13, 2018.