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Avago’s 2015 Talks to Acquire Broadcom: Offer, Deal Terms and Closing

Avago’s confidential $51-per-share proposal in April 2015 led to a definitive Broadcom agreement in May and a completed acquisition in February 2016.
From TheFinanceBase Team2 min to read

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Yes. Avago Technologies approached Broadcom in April 2015, beginning with a confidential, nonbinding offer of $51 per share. The talks led to a definitive agreement announced on May 28, 2015, and the acquisition was completed in February 2016.

Was Avago really in talks to buy Broadcom?

Yes. Avago’s board authorized management to approach Broadcom on April 10, 2015. Avago CEO Hock Tan then contacted Broadcom CEO Scott McGregor, and Avago submitted its first specific written proposal on April 13. Broadcom’s board considered that offer insufficient and sought a higher price. Broadcom’s definitive proxy statement

The April approach was a negotiation, not a completed deal or a binding acquisition agreement. The companies continued discussions through April and May, including due diligence and negotiations over price, transaction structure, shareholder treatment and potential cost savings.

How much did Avago initially offer?

Avago’s April 13, 2015 proposal was $51 per Broadcom share, split equally between cash and Avago stock. It was confidential and nonbinding, and Broadcom’s board rejected it as insufficient. Broadcom’s definitive proxy statement

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That initial proposal was not the final price or payment structure. In the definitive agreement announced May 28, Broadcom shareholders could elect cash, shares in a newly formed Singapore holding company, restricted equity economically equivalent to those shares, or a combination, subject to proration.

What were the announced deal terms?

The companies said the agreement implied $37 billion in total consideration, calculated using Avago’s closing share price on May 27, 2015. They separately announced an enterprise value of $77 billion. Those figures describe different valuation measures, not two alternative estimates of the same amount. Avago and Broadcom’s May 28, 2015 announcement

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Announced figure or term What it meant
$37 billion Implied transaction consideration, using Avago’s May 27, 2015 closing share price. Company announcement
$77 billion Announced enterprise value, a separate measure from transaction consideration. Company announcement
$17 billion cash; approximately $20 billion equity value Announced consideration components; the equity value was measured as of May 27, 2015. Transaction terms
$54.50 cash per share or 0.4378 holding-company shares Shareholder election alternatives under the final announced structure, alongside restricted equity economically equivalent to the shares or a combination; elections were subject to proration. The companies anticipated an overall mix of roughly 50% cash and 50% equity. Transaction terms
$750 million in annual cost synergies Avago and Broadcom’s projected annual savings, which the companies expected within 18 months; this was a projection, not a realized result established by the announcement. Company announcement

The dollar figures are contemporaneous announced deal terms, not current valuations. Avago CEO Hock Tan described the combination as creating “a global diversified leader in wired and wireless communication semiconductors”; that was the company’s strategic rationale, not an independent assessment. Tan’s statement in the joint announcement

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When did Avago acquire Broadcom?

The companies announced a definitive agreement on May 28, 2015. On February 1, 2016, Broadcom Limited announced that Avago’s Singapore scheme of arrangement had completed and that Broadcom Corporation’s acquisition would close that morning, subject to California filings. The combined company adopted the Broadcom Limited name and traded under the AVGO ticker. Broadcom Limited’s completion announcement

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