Chip maker Avago Technologies Ltd. agreed to buy rival Broadcom
Corp. for $37 billion in cash and stock, the latest in a wave of
deals for the companies that supply parts to power smartphones,
tablets and other gadgets.
Avago will pay $17 billion in cash and about $20 billion of its
own shares.
Broadcom investors can choose to receive $54.50 a share in cash
or about 0.44 shares in a newly formed Singapore holding company,
among other options. They will own about 32% of the combined
company.
After the deal closes, expected by the first quarter of next
year, the company will adopt the name Broadcom Ltd. and continue to
be led by Avago Chief Executive Hock Tan.
Shares of Broadcom edged down 1.8% to $56.13 premarket after
surging 21% on Wednesday when The Wall Street Journal reported the
companies were in advanced talks. Avago edged up 1.3% premarket
after rising 7.8% on Wednesday.
The deal comes as technology stocks are surging and investors on
Wednesday pushed the Nasdaq Composite Index up to a record closing
high. At the same time, large chip makers are turning to
acquisitions after struggling with anemic revenue gains.
Growth has been hard to come by for Broadcom, a 24-year-old
company that makes communications chips for tablets and
smartphones, and supplies the Internet links for cable-television
and telecommunications devices. It earned $1.41 billion last year
but has struggled to lift sales. Its revenue was up just 1.5%, to
$8.4 billion.
Avago, the acquisitive former semiconductor unit of
Hewlett-Packard Co., makes chips for wireless-communications and
corporate-data-storage markets. Based in San Jose, Calif., and
Singapore, it reported $4.3 billion in sales in the 12 months ended
Nov. 2.
The combined company will have $15 billion in annual
revenue.
Neither Avago nor Broadcom has the kind of dominance over
individual markets that better-known rivals such as Intel Corp. and
Qualcomm Inc. enjoy, and a merger could help address that. In
addition to consumer applications, Broadcom supplies the vast
majority of chips used in the latest networking switches found in
corporate data centers, a fast-growing business that could enhance
Avago's communications-focused revenue stream.
Broadcom was co-founded by a team led by engineers Henry
Samueli, who remains chairman and chief technology officer, and
Henry Nicholas III, a former chief executive who stepped down in
2003. Mr. Nicholas held about 25% of Broadcom's voting shares as of
the end of March, according to the company's most recent proxy
statement. Mr. Samueli held about 22%.
Avago once was part of Agilent Technologies Inc., which spun off
from H-P in 1999. Agilent later sold what's now Avago to
private-equity firms Silver Lake, KKR & Co. and other investors
in a $2.66 billion buyout.
Avago went public in 2009 after having incorporated in
Singapore, which is known for having a low corporate tax rate. In
its last fiscal year, Avago had a tax rate of less than 10%,
according to its annual report. In contrast, the U.S. statutory
corporate tax rate is 35%.
The company has been one of the more aggressive acquirers in the
semiconductor sector in the past two years, though a deal for
Broadcom would be by far its biggest ever. Since 2013, the company
has purchased five companies in the U.S. valued at about $8 billion
in total, including the acquisition last year of rival LSI Corp.
for $6.6 billion. Earlier this year, it bought Emulex Corp. for
around $600 million. In that span, its market cap has risen by more
than $25 billion as investors cheer the rapid-fire deal making.
This year,
Avago has been likened to health-care companies such as Valeant
Pharmaceuticals International Inc. that are based in foreign tax
jurisdictions and have become voracious acquirers.
An acquisition of Broadcom that was valued at $35 billion would
be one of the largest semiconductor takeovers ever, according to
researcher Dealogic, and would come amid a burst of deals among
such companies. So far this year, there have been more than $26
billion in semiconductor deals announced globally, not including
any tie-up between Broadcom and Avago, according to Dealogic. That
is more than double the volume in the same period last year, and
the largest year-to-date total since Dealogic started keeping
records in 1995.
In March, NXP Semiconductors NV agreed to buy Freescale
Semiconductor Ltd. in an $11.8 billion deal. Intel Corp. also is in
talks to buy Altera Corp., which has a roughly $14 billion market
value. Talks between those companies have been off-and-on and it is
conceivable they won't reach a deal, according to a person familiar
with the matter.
Meanwhile, Qualcomm Inc. has come under pressure from activist
investor Jana Partners LLC, which is pushing the chip giant to
pursue a breakup, among other actions.
Separately, Avago reported Thursday that its revenue for the
quarter ended May 3 more than doubled to $1.61 billion, though that
was still short of analysts' call for $1.64 billion. Per-share
earnings from continuing operations were $2.13 a share, beating
estimates of $2.01 a share.
--Chelsey Dulaney contributed to this article.
Write to Dana Mattioli at dana.mattioli@wsj.com, Dana Cimilluca
at dana.cimilluca@wsj.com and Shayndi Raice at
shayndi.raice@wsj.com
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