SAN DIEGO, July 31, 2018 /PRNewswire/ -- Qualcomm
Incorporated (NASDAQ: QCOM) announced today that it commenced a
"modified Dutch auction" tender offer to purchase up to
$10 billion of shares of its common
stock, or such lesser number of shares of its common stock as are
properly tendered and not properly withdrawn, at a price not less
than $60.00 nor greater than
$67.50 per share of common stock, to
the seller in cash, less any applicable withholding taxes and
without interest (the "Offer"). The Offer is made upon the terms
and subject to the conditions described in the offer to purchase
and in the related letter of transmittal. The closing price of
Qualcomm's common stock on the NASDAQ Global Select Market on
July 30, 2018, the last full trading
day before the commencement of the Offer, was $62.04 per share. The Offer is scheduled to
expire at 12:00 midnight, New York
City time, at the end of the day on August 27, 2018, unless the Offer is
extended.
Qualcomm believes that the Offer represents an efficient
mechanism to provide Qualcomm's stockholders with the opportunity
to tender all or a portion of their stock and thereby receive a
return of some or all of their investment in Qualcomm if they so
elect. The Offer provides stockholders with an opportunity to
obtain liquidity with respect to all or a portion of their stock
without the potential disruption to Qualcomm's stock price.
This Offer is the first step in a broader stock repurchase
program that may include future open market transactions and/or
accelerated share repurchase transactions. Qualcomm expects to
execute on a substantial portion of its authorized $30 billion stock repurchase program by the end
of fiscal year 2019.
The Offer is not contingent upon obtaining any financing.
However, the Offer is subject to a number of other terms and
conditions, which are described in detail in the offer to purchase.
Specific instructions and a complete explanation of the terms and
conditions of the Offer will be contained in the offer to purchase,
the letter of transmittal and the related materials, which will be
mailed to stockholders of record shortly after commencement of the
Offer.
None of Qualcomm, the members of its Board of Directors, the
dealer manager, the information agent or the depositary makes any
recommendation as to whether any stockholder should participate or
refrain from participating in the Offer or as to the price or
prices at which stockholders may choose to tender their shares in
the Offer.
Georgeson LLC will serve as information agent for the Offer.
Stockholders with questions, or who would like to receive
additional copies of the Offer documents may call Georgeson LLC at
(800) 561-2871 (toll free) or email QCOM@Georgeson.com. The dealer
manager for the Offer is Goldman Sachs & Co. LLC.
About Qualcomm
Qualcomm invents breakthrough technologies that transform how
the world connects, computes and communicates. When we connected
the phone to the Internet, the mobile revolution was born. Today,
our inventions are the foundation for life-changing products,
experiences, and industries. As we lead the world to 5G, we
envision this next big change in cellular technology spurring a new
era of intelligent, connected devices and enabling new
opportunities in connected cars, remote delivery of health care
services, and the IoT — including smart cities, smart homes, and
wearables. Qualcomm Incorporated includes our licensing business,
QTL, and the vast majority of our patent portfolio. Qualcomm
Technologies, Inc., a subsidiary of Qualcomm Incorporated,
operates, along with its subsidiaries, all of our engineering,
research and development functions, and all of our products and
services businesses, including, our QCT semiconductor business. For
more information, visit Qualcomm's website, OnQ blog, Twitter and
Facebook pages.
Additional Information and Where to Find It
This communication is for informational purposes only. This
communication is not a recommendation to buy or sell Qualcomm
common stock or any other securities, and it is neither an offer to
purchase nor a solicitation of an offer to sell Qualcomm common
stock or any other securities. Qualcomm will be filing today a
tender offer statement on Schedule TO, including an offer to
purchase, letter of transmittal and related materials, with the
United States Securities and Exchange Commission (the "SEC"). The
Offer will only be made pursuant to the offer to purchase, letter
of transmittal and related materials filed as a part of the
Schedule TO, in each case as amended from time to time.
Stockholders should read carefully the offer to purchase, letter of
transmittal and related materials. as filed and as may be amended
from time to time, because they contain important information,
including the various terms of, and conditions to, the Offer.
Stockholders will be able to obtain a free copy of the tender offer
statement on Schedule TO, the offer to purchase, letter of
transmittal and other documents that Qualcomm will be filing with
the SEC at the SEC's website at www.sec.gov or from Qualcomm's
website at www.qualcomm.com. In addition, free copies of these
documents may be obtained by contacting Georgeson LLC, the
information agent for the Offer, toll free at (800) 561-2871.
Cautionary Note Regarding Forward-Looking Statements
Any statements contained in this document that are not
historical facts are forward-looking statements as defined in the
U.S. Private Securities Litigation Reform Act of 1995.
Additionally, statements regarding operating results for future
years, growth in operating results and the factors contributing to
future operating results; the resolution of licensing disputes and
the impact and timing thereof; expected market, industry,
geographic and organic growth and trends; future serviceable
addressable market size and growth; anticipated contributions from
and growth in new opportunities; benefits from planned cost
reductions; technology and product leadership and trends;
Qualcomm's positioning to benefit from any of the above; potential
benefits and upside to Qualcomm's stockholders related to any of
the above; and the regulatory process and regulatory uncertainty
are forward-looking statements. Words such as "anticipate,"
"believe," "estimate," "expect," "forecast," "intend," "may,"
"plan," "project," "predict," "should," "will" and similar
expressions are intended to identify such forward-looking
statements. These statements are based on Qualcomm's current
expectations or beliefs, and are subject to uncertainty and changes
in circumstances. Actual results may differ materially from those
expressed or implied by the statements herein due to changes in
economic, business, competitive, technological, strategic and/or
regulatory factors, and other factors affecting the operations of
Qualcomm. More detailed information about these factors may be
found in Qualcomm's filings with the SEC, including those discussed
in Qualcomm's most recent Annual Report on Form 10-K and in any
subsequent periodic reports on Form 10-Q and Form 8-K, each of
which is on file with the SEC and available at the SEC's website at
www.sec.gov. SEC filings for Qualcomm are also available in the
Investor Relations section of Qualcomm's website at
www.qualcomm.com. Qualcomm is not obligated to update these
forward-looking statements to reflect events or circumstances after
the date of this document. Readers are cautioned not to place undue
reliance on these forward-looking statements, which speak only as
of their dates.
Qualcomm Contacts:
Pete Lancia, Corporate
Communications
Phone: 1-858-845-5959
Email: corpcomm@qualcomm.com
John Sinnott, Investor
Relations
Phone: 1-858-658-4813
Email: ir@qualcomm.com
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SOURCE Qualcomm Incorporated