Regarding the Proposed Takeover of Qualcomm Incorporated by Broadcom Limited, 11631-11632 [2018-05479]

Agencies

• Executive Office of the President

[Federal Register Volume 83, Number 51 (Thursday, March 15, 2018)]
[Presidential Documents]
[Pages 11631-11632]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2018-05479]




                        Presidential Documents 



Federal Register / Vol. 83 , No. 51 / Thursday, March 15, 2018 / 
Presidential Documents

[[Page 11631]]


                Order of March 12, 2018

                
Regarding the Proposed Takeover of Qualcomm 
                Incorporated by Broadcom Limited

                By the authority vested in me as President by the 
                Constitution and the laws of the United States of 
                America, including section 721 of the Defense 
                Production Act of 1950, as amended (section 721), 50 
                U.S.C. 4565, it is hereby ordered as follows:

                Section 1. Findings. (a) There is credible evidence 
                that leads me to believe that Broadcom Limited, a 
                limited company organized under the laws of Singapore 
                (Broadcom), along with its partners, subsidiaries, or 
                affiliates, including Broadcom Corporation, a 
                California corporation, and Broadcom Cayman L.P., a 
                Cayman Islands limited partnership, and their partners, 
                subsidiaries, or affiliates (together, the Purchaser), 
                through exercising control of Qualcomm Incorporated 
                (Qualcomm), a Delaware corporation, might take action 
                that threatens to impair the national security of the 
                United States; and

                    (b) Provisions of law, other than section 721 and 
                the International Emergency Economic Powers Act (50 
                U.S.C. 1701 et seq.), do not, in my judgment, provide 
                adequate and appropriate authority for me to protect 
                the national security in this matter.

                Sec. 2. Actions Ordered and Authorized. On the basis of 
                the findings set forth in section 1 of this order, 
                considering the factors described in subsection 721(f) 
                of the Defense Production Act of 1950, as appropriate, 
                and pursuant to my authority under applicable law, 
                including section 721, I hereby order that:

                    (a) The proposed takeover of Qualcomm by the 
                Purchaser is prohibited, and any substantially 
                equivalent merger, acquisition, or takeover, whether 
                effected directly or indirectly, is also prohibited.
                    (b) All 15 individuals listed as potential 
                candidates on the Form of Blue Proxy Card filed by 
                Broadcom and Broadcom Corporation with the Securities 
                and Exchange Commission on February 20, 2018 (together, 
                the Candidates), are hereby disqualified from standing 
                for election as directors of Qualcomm. Qualcomm is 
                prohibited from accepting the nomination of or votes 
                for any of the Candidates.
                    (c) The Purchaser shall uphold its proxy 
                commitments to those Qualcomm stockholders who have 
                returned their final proxies to the Purchaser, to the 
                extent consistent with this order.
                    (d) Qualcomm shall hold its annual stockholder 
                meeting no later than 10 days following the written 
                notice of the meeting provided to stockholders under 
                Delaware General Corporation Law, Title 8, Chapter 1, 
                Subchapter VII, section 222(b), and that notice shall 
                be provided as soon as possible.
                    (e) The Purchaser and Qualcomm shall immediately 
                and permanently abandon the proposed takeover. 
                Immediately upon completion of all steps necessary to 
                terminate the proposed takeover of Qualcomm, the 
                Purchaser and Qualcomm shall certify in writing to the 
                Committee on Foreign Investment in the United States 
                (CFIUS) that such termination has been effected in 
                accordance with this order and that all steps necessary 
                to fully and permanently abandon the proposed takeover 
                of Qualcomm have been completed.

[[Page 11632]]

                    (f) From the date of this order until the Purchaser 
                and Qualcomm provide a certification of termination of 
                the proposed takeover to CFIUS pursuant to subsection 
                (e) of this section, the Purchaser and Qualcomm shall 
                certify to CFIUS on a weekly basis that they are in 
                compliance with this order and include a description of 
                efforts to fully and permanently abandon the proposed 
                takeover of Qualcomm and a timeline for projected 
                completion of remaining actions.
                    (g) Any transaction or other device entered into or 
                employed for the purpose of, or with the effect of, 
                avoiding or circumventing this order is prohibited.
                    (h) If any provision of this order, or the 
                application of any provision to any person or 
                circumstances, is held to be invalid, the remainder of 
                this order and the application of its other provisions 
                to any other persons or circumstances shall not be 
                affected thereby. If any provision of this order, or 
                the application of any provision to any person or 
                circumstances, is held to be invalid because of the 
                lack of certain procedural requirements, the relevant 
                executive branch officials shall implement those 
                procedural requirements.
                    (i) This order supersedes the Interim Order issued 
                by CFIUS on March 4, 2018.
                    (j) The Attorney General is authorized to take any 
                steps necessary to enforce this order.

                Sec. 3. Reservation. I hereby reserve my authority to 
                issue further orders with respect to the Purchaser and 
                Qualcomm as shall in my judgment be necessary to 
                protect the national security of the United States.

                Sec. 4. Publication and Transmittal. (a) This order 
                shall be published in the Federal Register.

                    (b) I hereby direct the Secretary of the Treasury 
                to transmit a copy of this order to Qualcomm and 
                Broadcom.
                
                
                    (Presidential Sig.)

                THE WHITE HOUSE,

                    March 12, 2018.

[FR Doc. 2018-05479
Filed 3-14-18; 11:15 am]
Billing code 3295-F8-P