Qualcomm Incorporated · NASDAQ:QCOM
Qualcomm — Merger or Acquisition (February 2018)
13 slides from Qualcomm's merger presentation, Feb 20, 2018
Slide 1: Qualcomm Enters into Amended Definitive Agreement with NXP
February 20, 2018 Qualcomm Enters into Amended Definitive Agreement with NXP
Slide 2: Additional information and safe harbor
Additional information and safe harbor ADDITIONAL INFORMATION AND WHERE TO FIND IT NON-GAAP FINANCIAL MEASURES This document is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell This presentation includes “non-GAAP financial measures” as that
Slide 3: Announcement highlights
Announcement highlights • Amended definitive agreement – Offer price increased to $127.50 per share in cash – Minimum tender condition lowered to 70% – Current tender offer period extended to March 5, 2018 • Nine NXP stockholders, collectively representing over 28% of shares outstanding (excluding a
Slide 4: Reaffirming high confidence in $6.75 - $7.50 FY19 Non-GAAP EPS
Reaffirming high confidence in $6.75 - $7.50 FY19 (1,2) Non-GAAP EPS Non-GAAP EPS, Includes $1B cost reduction program $5.25 Before Impact of Includes $1.50/share accretion from NXP Licensing Resolutions Excludes royalty revenues and certain product revenues from Apple and other licensee in dispute
Slide 5: A global leader in integrated semiconductor solutions
A global leader in integrated semiconductor solutions Integrated SoC LTE modem ü New distribution channels LEADER IN MOBILE SoC ü Well positioned in the nascent NFC/eSE Connectivity Camera technology solutions LEADER IN AUTOMOTIVE ü Leading position in automotive across infotainment, in-vehicle netw
Slide 6: Successfully executing strategy to address $150B SAM
Successfully executing strategy to address $150B SAM • First 5G modem and • RF360 joint venture • FY17 $3B Revenues • Shipping Datacenter Key data call • Leading in Android and completes portfolio • Tier 1 design wins >25% YoY Revenue growth • $3B+ FY17 Auto backlog 10nm product Milestones China OEM
Slide 7: Revised price reflects enhanced current value drivers
Revised price reflects enhanced current value drivers • NXP’s calendar 2017 results exceeded Qualcomm’s transaction model on revenue, gross margin and EBIT • NXP’s non-GAAP operating income (excluding Standard Products) increased 20% from calendar 2016 to 2017 NXP recent performance • NXP well-posit
Slide 8: Transaction overview
Transaction overview • $127.50 in cash per share • To be financed with cash on hand and debt Transaction consideration • High confidence in at least $500 million of annualized cost synergies • $1.50 of accretion to FY19 Non-GAAP EPS(1, 2) (40% vs. consensus estimates) Financial impact • Ability to d
Slide 9: Today's announcement delivers significant certainty and an improved path to value creation for stockholders
Today’s announcement delivers significant certainty and an improved path to value creation for stockholders • Strong NXP stockholder support – over 28% of shares outstanding (excluding additional economic interests through derivatives) • Combined company will be a leader in key 5G growth areas (RFFE
Slide 10: Footnotes
Footnotes (1) Non-GAAP results exclude the QSI (Qualcomm Strategic Initiatives) segment and certain share-based compensation, acquisition-related items, tax items and other items. Further discussion regarding the Company’s use of Non-GAAP financial measures and detailed reconciliations between GAAP
Slide 11: Reconciliations
Reconciliations
Slide 12: Note regarding use of Non-GAAP financial measures
Note regarding use of Non-GAAP financial measures The Non-GAAP financial information presented herein should be considered in addition to, not as a substitute for or superior to, financial measures calculated in accordance with GAAP. In addition, “Non-GAAP” is not a term defined by GAAP, and as a re
Slide 13: Earnings Per Share (EPS)
Earnings Per Share (EPS) Fiscal 2019 Fiscal 2019 Fiscal 2017 EPS Accretion from EPS (est.)(2) NXP(2) GAAP diluted EPS $1.65 $4.47 – $5.22 $0.08 Less: Diluted EPS attributable to QSI $0.03 $0.02 N/A Less: Diluted EPS attributable to share-based compensation ($0.51) ($0.73) ($0.16) (1) Less: Diluted E