Qualcomm
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Qualcomm says it will drop its massive $44B offer to acquire NXP
Qualcomm today said it wouldn’t extend its offer to buy NXP for $44 billion today as part of its release for its quarterly earnings, and instead be returning $30 billion to investors in the form of a share buy-back.
So, barring any last-second changes in the approval process in China or “other material developments”, the deal is basically dead after failing to clear China’s SAMR. As the tariff battle between the U.S. and China has heated up, it appears the Qualcomm/NXP deal — one of the largest in the semiconductor industry ever — may be one of its casualties. The White House announced it would impose tariffs on Chinese tech products in May earlier this year, kicking off an extended delay in the deal between Qualcomm and NXP even after Qualcomm tried to close the deal in an expedient fashion. Qualcomm issued the announcement this afternoon, and the company’s shares rose more than 5% when its earnings report came out.
“We reported results significantly above our prior expectations for our fiscal third quarter, driven by solid execution across the company, including very strong results in our licensing business,” Qualcomm CEO Steve Mollenkopf said in a statement with the report. “We intend to terminate our purchase agreement to acquire NXP when the agreement expires at the end of the day today, pending any new material developments. In addition, as previously indicated, upon termination of the agreement, we intend to pursue a stock repurchase program of up to $30 billion to deliver significant value to our stockholders.”
Today’s termination also marks the end of another chapter for a tumultuous couple of months for Qualcomm. The White House blocked Broadcom’s massive takeover attempt of Qualcomm in March earlier this year, and there’s the still-looming specter of its patent spat with Apple. Now Qualcomm will instead be returning an enormous amount of capital to investors instead of tacking on NXP in the largest ever consolidation deal in the semiconductor industry.
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Computer vision researchers build an AI benchmark app for Android phones
A group of computer vision researchers from ETH Zurich want to do their bit to enhance AI development on smartphones. To wit: They’ve created a benchmark system for assessing the performance of several major neural network architectures used for common AI tasks.
They’re hoping it will be useful to other AI researchers but also to chipmakers (by helping them get competitive insights); Android developers (to see how fast their AI models will run on different devices); and, well, to phone nerds — such as by showing whether or not a particular device contains the necessary drivers for AI accelerators. (And, therefore, whether or not they should believe a company’s marketing messages.)
The app, called AI Benchmark, is available for download on Google Play and can run on any device with Android 4.1 or higher — generating a score the researchers describe as a “final verdict” of the device’s AI performance.
AI tasks being assessed by their benchmark system include image classification, face recognition, image deblurring, image super-resolution, photo enhancement or segmentation.
They are even testing some algorithms used in autonomous driving systems, though there’s not really any practical purpose for doing that at this point. Not yet anyway. (Looking down the road, the researchers say it’s not clear what hardware platform will be used for autonomous driving — and they suggest it’s “quite possible” mobile processors will, in future, become fast enough to be used for this task. So they’re at least prepped for that possibility.)
The app also includes visualizations of the algorithms’ output to help users assess the results and get a feel for the current state-of-the-art in various AI fields.
The researchers hope their score will become a universally accepted metric — similar to DxOMark that is used for evaluating camera performance — and all algorithms included in the benchmark are open source. The current ranking of different smartphones and mobile processors is available on the project’s webpage.
The benchmark system and app was around three months in development, says AI researcher and developer Andrey Ignatov.
He explains that the score being displayed reflects two main aspects: The SoC’s speed and available RAM.
“Let’s consider two devices: one with a score of 6000 and one with a score of 200. If some AI algorithm will run on the first device for 5 seconds, then this means that on the second device this will take about 30 times longer, i.e. almost 2.5 minutes. And if we are thinking about applications like face recognition this is not just about the speed, but about the applicability of the approach: Nobody will wait 10 seconds till their phone will be trying to recognize them.
“The same is about memory: The larger is the network/input image — the more RAM is needed to process it. If the phone has a small amount of RAM that is e.g. only enough to enhance 0.3MP photo, then this enhancement will be clearly useless, but if it can do the same job for Full HD images — this opens up much wider possibilities. So, basically the higher score — the more complex algorithms can be used / larger images can be processed / it will take less time to do this.”
Discussing the idea for the benchmark, Ignatov says the lab is “tightly bound” to both research and industry — so “at some point we became curious about what are the limitations of running the recent AI algorithms on smartphones”.
“Since there was no information about this (currently, all AI algorithms are running remotely on the servers, not on your device, except for some built-in apps integrated in phone’s firmware), we decided to develop our own tool that will clearly show the performance and capabilities of each device,” he adds.
“We can say that we are quite satisfied with the obtained results — despite all current problems, the industry is clearly moving towards using AI on smartphones, and we also hope that our efforts will help to accelerate this movement and give some useful information for other members participating in this development.”
After building the benchmarking system and collating scores on a bunch of Android devices, Ignatov sums up the current situation of AI on smartphones as “both interesting and absurd”.
For example, the team found that devices running Qualcomm chips weren’t the clear winners they’d imagined — i.e. based on the company’s promotional materials about Snapdragon’s 845 AI capabilities and 8x performance acceleration.
“It turned out that this acceleration is available only for ‘quantized’ networks that currently cannot be deployed on the phones, thus for ‘normal’ networks you won’t get any acceleration at all,” he says. “The saddest thing is that actually they can theoretically provide acceleration for the latter networks too, but they just haven’t implemented the appropriated drivers yet, and the only possible way to get this acceleration now is to use Snapdragon’s proprietary SDK available for their own processors only. As a result — if you are developing an app that is using AI, you won’t get any acceleration on Snapdragon’s SoCs, unless you are developing it for their processors only.”
Whereas the researchers found that Huawei’s Kirin’s 970 CPU — which is technically even slower than Snapdragon 636 — offered a surprisingly strong performance.
“Their integrated NPU gives almost 10x acceleration for Neural Networks, and thus even the most powerful phone CPUs and GPUs can’t compete with it,” says Ignatov. “Additionally, Huawei P20/P20 Pro are the only smartphones on the market running Android 8.1 that are currently providing AI acceleration, all other phones will get this support only in Android 9 or later.”
It’s not all great news for Huawei phone owners, though, as Ignatov says the NPU doesn’t provide acceleration for ‘quantized’ networks (though he notes the company has promised to add this support by the end of this year); and also it uses its own RAM — which is “quite limited” in size, and therefore you “can’t process large images with it”…
“We would say that if they solve these two issues — most likely nobody will be able to compete with them within the following year(s),” he suggests, though he also emphasizes that this assessment only refers to the one SoC, noting that Huawei’s processors don’t have the NPU module.
For Samsung processors, the researchers flag up that all the company’s devices are still running Android 8.0 but AI acceleration is only available starting from Android 8.1 and above. Natch.
They also found CPU performance could “vary quite significantly” — up to 50% on the same Samsung device — because of throttling and power optimization logic. Which would then have a knock on impact on AI performance.
For Mediatek, the researchers found the chipmaker is providing acceleration for both ‘quantized’ and ‘normal’ networks — which means it can reach the performance of “top CPUs”.
But, on the flip side, Ignatov calls out the company’s slogan — that it’s “Leading the Edge-AI Technology Revolution” — dubbing it “nothing more than their dream”, and adding: “Even the aforementioned Samsung’s latest Exynos CPU can slightly outperform it without using any acceleration at all, not to mention Huawei with its Kirin’s 970 NPU.”
“In summary: Snapdragon — can theoretically provide good results, but are lacking the drivers; Huawei — quite outstanding results now and most probably in the nearest future; Samsung — no acceleration support now (most likely this will change soon since they are now developing their own AI Chip), but powerful CPUs; Mediatek — good results for mid-range devices, but definitely no breakthrough.”
It’s also worth noting that some of the results were obtained on prototype samples, rather than shipped smartphones, so haven’t yet been included in the benchmark table on the team’s website.
“We will wait till the devices with final firmware will come to the market since some changes might still be introduced,” he adds.
For more on the pros and cons of AI-powered smartphone features check out our article from earlier this year.
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Europe updates its predatory pricing investigation against Qualcomm over UMTS baseband chips
On the heels of Google getting served a $5 billion fine by the EU over monopolistic practices related to its Android operating system, the European Commission today resurfaced another ongoing case in the world of large U.S. tech companies. The EC said that it has added to its investigation into Qualcomm and its predatory pricing of UMTS baseband chips. Specifically, today the Commission has sent more details relating to elements of the “price cost” test that it had applied to measure just how much below cost Qualcomm was selling UMTS baseband chips to edge out competitors.
If the case is decided against Qualcomm, the company could face an additional fine of up to 10 percent of its worldwide revenues. In 2009, these were $10.4 billion, while in 2017, global turnover was over $22 billion.
The original, 2015 case was based on a complaint filed by Icera — once a big player in baseband chips — and dates back to practices between 2009 and 2011 and alleged that Qualcomm used its market position to negotiate artificially low prices for UMTS chips — used in 3G phones — in order to oust out Icera. Others that made similar chips include Nvidia.
Qualcomm has wasted little time in responding to the notice posted by the EC.
“This investigation, now in its ninth year, alleges harm in 2009-2011, to a competitor who chose years later to exit the market for reasons unrelated to Qualcomm,” said Don Rosenberg, general counsel and executive vice president of Qualcomm in a statement. “While the investigation has been narrowed, we are disappointed to see it continues and will immediately begin preparing our response to this supplementary statement of objections. We belief that once the Commission has reviewed our response it will find that Qualcomm’s practices are pro-competitive and fully consistent with European competition rules.”
Qualcomm is already in the middle of appealing a $1.23 billion fine in the EU over LTE chip dominance in the iPhone, related to deals that were made with Apple at the expense of another big rival of Qualcomm’s, Intel. (Never mind that Apple and Qualcomm are also in the middle of a patent dispute.)
This older case, as Qualcomm points out, has been narrowed since it was first announced almost exactly three years ago. And while we don’t know what the exact details of the supplementary objections are and whether they have expanded them again (we have contacted the EC to try to find out), the Commission also notes in its short statement — printed in full below — that sending an update to its calculations doesn’t necessarily imply the outcome of this case.
Statement below.
The European Commission has sent a Supplementary Statement of Objections to Qualcomm Inc. This is a procedural step in the Commission’s ongoing investigation under EU antitrust rules looking into whether Qualcomm engaged in ‘predatory pricing’. The Commission sent a Statement of Objections to Qualcomm in December 2015 detailing its concerns. In particular, the Commission’s preliminary view is that between 2009 and 2011 Qualcomm sold certain UMTS baseband chipsets at prices below cost, with the intention of eliminating Icera, its main competitor in the leading edge segment of the market at that time. UMTS chipsets are key components of mobile devices. They enable both voice and data transmission in third generation (3G) cellular communication. The Supplementary Statement of Objections sent today focuses on certain elements of the “price-cost” test applied by the Commission to assess the extent to which UMTS baseband chipsets were sold by Qualcomm at prices below cost. The sending of a Supplementary Statement of Objections does not prejudge the outcome of the investigation. More information is available on the Commission’s competition website, in the public case register under the case number AT.39711.
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Xiaomi CDRs, SoftBank’s successors and China’s Samsung investigation
The weekend provided no rest to news-wary reporters, with major announcements coming from Xiaomi, SoftBank and the Chinese government the past few days that will continue to change the global tech landscape.
Xiaomi Chinese Depository Receipts
One of the most important yet underreported stories of 2018 has been the development of Chinese Depository Receipts (known as CDRs). I wrote a comprehensive primer on the investment mechanism a few weeks ago, but the summary is that CDRs will give mainland Chinese investors access to overseas-listed stocks that set up the right custodian accounts. Due to domestic capital controls and relatively weak stock exchange rules in China, many Chinese tech giants are listed on overseas stock exchanges in New York and Hong Kong.
Beijing-based Xiaomi, which produces a line of phones and offers mobile software services, is launching one of the most anticipated IPOs of the year, with a valuation expected to top tens of billions of dollars. In its official filing, the company targeted a fundraise of $10 billion. While Xiaomi is a sterling example of the potential success of Chinese entrepreneurs, local retail buyers would likely have had no access to buy the stock, which will be listed in Hong Kong.
Fiona Lau and Julie Zhu at Reuters are now reporting that Xiaomi could be one of the first companies to take advantage of the new CDR mechanism, potentially reserving 30 percent of its new issue for CDR buyers. That would be about $3 billion if the assumptions of the fundraise play out.
If the CDR mechanism works as expected, Chinese companies and potentially many others could suddenly tap a vast new pool of capital, either in the IPO process or more generally. That could push valuations for many of these issues higher than they might otherwise go, since Chinese mainland investors have limited ability to invest in overseas stocks due to capital controls. A valuation that might cause a New York-based money manager to flee might be more than palatable to a Chinese investor.
While Chinese tech giants are likely to quickly offer CDR options to take advantage of their local brand power and increase upward pressure on their stock prices, the bigger question in my mind is how long it will take overseas companies to offer similar measures and get access to this capital market. While companies like Facebook and Google are blocked or mostly blocked from mainland China, other companies like Apple have strong brand presence in the country, and could theoretically offer a CDR as it strives for a $1 trillion valuation. There are huge legal and policy roadblocks to overcome of course, but such a debut would be a major milestone in China’s financial development.
SoftBank executive changes
Japan’s SoftBank Group, which owns a set of major tech and finance companies, announced a new group of senior execs late on Friday that sets up something of a leadership contest to succeed the group’s founder, Masayoshi Son.
Several years ago, Son had indicated that Nikesh Arora, who had spent a decade at Google and eventually rose to be the company’s chief business officer, would succeed him. Arora became president and chief operating officer of SoftBank, but would last less than two years before heading out from the role. As a sort of coda to that chapter, we learned late last week that Arora has joined Palo Alto Networks as its CEO.
Now, SoftBank has announced that three people will take leadership roles in the company, and all three will join its board of directors. Rajeev Misra, who runs the $100 billion SoftBank Vision Fund, will become an executive vice president (EVP) while maintaining his duties to the fund.
Katsunori Sago, who until recently was the chief investment officer of Japan Post, Japan’s largest savings bank with a $1.9 trillion portfolio, will join SoftBank as an EVP and chief strategy officer. Sago had been rumored to be considering leaving Japan Post just a few weeks ago. Finally, former Sprint CEO Marcelo Claure was named an EVP and SoftBank’s new chief operating officer. Claure was elevated to executive chairman of Sprint last month, while stepping down as CEO.
Each of the three are positioned around the key tentpoles of SoftBank. SoftBank’s core business remains telecom, on which Claure will presumably spend significant time. The group’s financial interests, which includes a 100 percent stake in Fortress Investment Group, will likely get significant attention from Sago. And the SoftBank Vision Fund, which has received splashy headlines with its massive investments in global unicorn startups, is obviously a key future pillar of the company, giving Misra a powerful perch in the group.
Masayoshi Son is 60 years old today. While retirement seems to be the least likely course of action for the energetic entrepreneur, clearly he is starting to think through succession in a more robust way than he did before with Arora. That should make SoftBank investors far more content, and also provide a little bit of a competitive dynamic at the top of the organization to drive the group’s results in the years to come.
China initiates investigation into Samsung and other chip companies
The chip wars between China and the rest of the world continue to heat up. Now, it looks like Samsung, the world’s largest chipmaker, is in the crosshairs of Beijing, according to a Wall Street Journal report by Yoko Kubota. In addition to Samsung, Micron and SK Hynix were also ensnared in the investigation.
China has made building a strong indigenous chip industry a core pillar of its economic development strategy. In addition to a comprehensive plan known as Made in China 2025, the country has also been attempting to put together the world’s largest semiconductor venture capital investment fund, which in aggregate could have tens of billions of dollars in capital at its disposal.
The investigations against Samsung and the two chipmakers comes at the same time that China has also once again delayed the close of Qualcomm’s acquisition of NXP Semiconductors. Qualcomm has been waiting for months to get Beijing’s approval on that deal, which would provide the company a fresh source of revenue and a renewed product mix in strategic areas like automotive.
The use of economic investigations to help and hurt Chinese companies and their competitors is starting to become a mainstay. The United States used the negative conclusions of its investigation into Chinese telecommunications company ZTE in order to cut off its export licenses, practically killing the company. While the U.S. has now started to walk back that threat by floating the option of a large fine, it is clear that these sorts of tit-for-tat investigations are going to continue into the future.
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Facebook and Qualcomm will bring fast WiFi to cities in mid-2019
Facebook’s been talking Terragraph since way back during its 2016 F8 keynote. The social media giant’s ambitious plan to bring fast Wifi to cities is taking another key step toward real world trials with the addition of Qualcomm. The chipmaking giant announced today that it will add the 60Ghz tech to its future chipsets, with plans to start trials in the middle of next year.
“It is based on the pre-802.11ay standard with enhancements provided by the Qualcomm Technologies’ chipset and the integrated software between Facebook and Qualcomm Technologies to support efficient outdoor operation and avoid interference in dense environments,” Qualcomm writes in the announcement.
San Jose has already been floated as a potential testing ground for the technology. It’s not the biggest U.S. city, but the Silicon Valley hub should prove a solid testing ground with its tech savvy population. The companies say the tech will be useful in lowering the cost of high-speed wireless and helping deliver connectivity to populated areas with significant obstacles, including those densely packed with buildings.
The latter, naturally, makes Terragraph a natural for urban environments, where digging up the ground for fiber is a nuisance, to say the least. Facebook is also looking to service more rural spots with its Antenna Radio Integration for Efficiency in Spectrum (ARIES) system, a technology that was unveiled at the same F8 event.
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Meet Alchemist Accelerator’s latest demo day cohort
An IoT-enabled lab for cannabis farmers, a system for catching drones mid-flight and the Internet of Cows are a few of the 17 startups exhibiting today at Alchemist Accelerator’s 18th demo day. The event, which will be streamed live here, focuses on big data and AI startups with an enterprise bent.
The startups are showing their stuff at Juniper’s Aspiration Dome in Sunnyvale, California at 3pm today, but you can catch the whole event online if you want to see just what computers and cows have in common. Here are the startups pitching onstage.
Tarsier – Tarsier has built AI computer vision to detect drones. The founders discovered the need while getting their MBAs at Stanford, after one had completed a PhD in aeronautics. Drones are proliferating. And getting into places they shouldn’t — prisons, R&D centers, public spaces. Securing these spaces today requires antiquated military gear that’s clunky and expensive. Tarsier is all software. And cheap, allowing them to serve markets the others can’t touch.
Lightbox – Retail 3D is sexy — think virtual try-ons, VR immersion, ARKit stores. But creating these experiences means creating 3D models of thousands of products. Today, artists slog through this process, outputting a few models per day. Lightbox wants to eliminate the humans. This duo of recent UPenn and Stanford Computer Science grads claim their approach to 3D scanning is pixel perfect without needing artists. They have booked $40,000 to date and want to digitize all of the world’s products.
Vorga – Cannabis is big business — more than $7 billion in revenue today and growing fast. The crop’s quality — and a farmer’s income — is highly sensitive to a few chemicals in it. Farmers today test the chemical composition of their crops through outsourced labs. Vorga’s bringing the lab in-house to the cannabis farmer via their IoT platform. The CEO has a PhD in chemical physics, and formerly helped the Department of Defense keep weapons of mass destruction out of the hands of terrorists. She’s now helping cannabis farmers get high… revenue.
Neulogic – Neulogic is founded by a duo of Computer Science PhDs that led key parts of Walmart.com product search. They now want to solve two major problems facing the online apparel industry: the need to provide curated inspiration to shoppers and the need to offset rising customer acquisition costs by selling more per order. Their solution combines AI with a fashion knowledge graph to generate outfits on demand.
Intensivate – Life used to be simple. Enterprises would use servers primarily for function-driven applications like billing. Today, servers are all about big data, analytics and insight. Intensivate thinks servers need a new chip upgrade to reflect that change. They are building a new CPU they claim gets 12x the performance for the same cost. Hardware plays like this are hard to pull off, but this might be the team to do it. It includes the former co-founder and CEO of CPU startup QED, which was acquired for $2.3 billion, and a PhD in parallel computation who was on the design team for the Alpha CPU from DEC.
Integry – SaaS companies put a lot of effort into building out integrations. Integry provides app creators their own integrations marketplace with pre-boarded partners so they can have apps working with theirs from the get go. The vision is to enable app creators to mimic their own Slack app directory without spending the years or the millions. Because these integrations sit inside their app, Integry claims setup rates are significantly better and churn is reduced by as much as 40 percent.
Cattle Care – AI video analytics applied to cows! Cattle Care wants to increase dairy farmers’ revenue by more than $1 million per year and make cows healthier at the same time. The product identifies cows in the barn by their unique black and white patterns. Algorithms collect parameters such as walking distance, interactions with other cows, feeding patterns and other variables to detect diseases early. Then the system sends alerts to farm employees when they need to take action, and confirms the problem has been solved afterwards.
VadR – VR/AR is grappling with a lack of engaging content. VadR thinks the cause is a broken feedback loop of analytics to the creators. This trio of IIT-Delhi engineers has built machine learning algorithms that get smarter over time and deliver actionable insights on how to modify content to increase engagement.
Tika – This duo of ex-Googlers wants to help engineering managers manage their teams better. Managers use Tika as an AI-powered assistant over Slack to facilitate personalized conversations with engineering teams. The goal is to quickly uncover and resolve employee engagement issues, and prevent talent churn.
GridRaster – GridRaster wants to bring AR/VR to mobile devices. The problem? AR/VR is compute-intensive. Latency, bandwidth and poor load balancing kill AR/VR on mobile networks. The solution? For this trio of systems engineers from Broadcom, Qualcomm and Texas Instruments, it’s about starting with enterprise use cases and building edge clouds to offload the work. They have 12 patents.
AitoeLabs – Despite the buzz around AI video analytics for security, AitoeLabs claims solutions today are plagued with hundreds of thousands of false alarms, requiring lots of human involvement. The engineering trio founding team combines a secret sauce of contextual data with their own deep models to solve this problem. They claim a 6x reduction in human monitoring needs with their tech. They’re at $240,000 ARR with $1 million of LOIs.
Ubiquios – Companies building wireless IoT devices waste more than $1.8 billion because of inadequate embedded software options making products late to market and exposing them to security and interoperability issues. The Ubiquios wireless stack wants to simplify the development of wireless IoT devices. The company claims their stack results in up to 90 percent lower cost and up to 50 percent faster time to market. Qualcomm is a partner.
4me, Inc. – 4me helps companies organize and track their IT outsourcing projects. They have 16 employees, 92 customers and generate several million in revenue annually. Storm Ventures led a $1.65 million investment into the company.
TorchFi – You know the pop-up screen you see when you log into a Wi-Fi hotspot? TorchFi thinks it’s a digital gold mine in the waiting. Their goal is to convert that into a sales channel for hotspot owners. Their first product is a digital menu that transforms the login screen into a food ordering screen for hotels and restaurants. Cisco has selected them as one of 20 apps to be distributed on their Meraki hotspots.
Cogitai – This team of 16 PhDs wants to usher in a more powerful type of AI called continual learning. The founders are the fathers of the field — and include professors in computer science from UT Austin and U Michigan. Unlike what we commonly think of as AI, Cogitai’s AI is built to acquire new skills and knowledge from experience, much like a child does. They have closed $2 million in bookings this year, and have $5 million in funding.
LoadTap – On-demand trucking apps are in vogue. LoadTap explicitly calls out that it is not one. This team, which includes an Apple software architect and founder with a family background in trucking, is an enterprise SaaS-only solution for shippers who prefer to work with their pre-vetted trucking companies in a closed loop. LoadTap automates matching between the shippers and trucking companies using AI and predictive analytics. They’re at $90,000 ARR and growing revenue 50 percent month over month.
Ondaka – Ondaka has built a VR-like 3D platform to render industrial information visually, starting with the oil and gas industry. For these industrial customers, the platform provides a better way to understand real-time IoT data, operational and job site safety issues and how reliable their systems are. The product launched two months ago, they have closed three customers already and are projecting ARR in the six figures. They have raised $350,000 in funding.
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China closing in on massive new chip fund in bid to dominate US semiconductor industry
China’s government has made technological independence from the United States one of its highest priorities. And now it appears to be putting its money where its messaging has been.
According to The Wall Street Journal, China is close to finalizing a $47 billion investment fund that would finance semiconductor research and chip startup development. The fund, formally the China Integrated Circuit Industry Investment Fund Co., appears to be underwritten predominantly by government capital sources.
Such a fund has been rumored for months, with the size of the fund ranging widely. Just two weeks ago, Reuters reported the fund would be $19 billion, while Bloomberg reported $31.5 billion two months ago. The exact number appears to be under intense negotiation among the Chinese leadership, and is also responsive to the increasingly tense trade negotiations with the United States.
If the $47 billion number pans out, it would be identical in size to a $47 billion fund that was financed by Tsinghua University, China’s leading engineering university, to spur the development of an indigenous semiconductor industry back in 2015.
China is highly dependent on foreign tech in its semiconductor industry, importing 90 percent of its chips in order to power its fast-growing economy. The Chinese government has always been wary of that dependency, but its fears were heightened in recent weeks after the United States banned American companies from selling components to ZTE, a prominent Chinese telecom equipment manufacturer.
Chinese President Xi Jinping has gone on something of an indigenous innovation tour in recent weeks, visiting factories across the country and encouraging further investment in the country’s technology industry. From the Communist Party of China’s official newspaper the People’s Daily two weeks ago, “National rejuvenation relies on the ‘hard work’ of the Chinese people, and the country’s innovation capacity must be raised through independent efforts, President Xi Jinping said on Tuesday.”
While the numbers discussed are eye-popping, so are the costs of developing leading-edge semiconductor technology. As semiconductors have grown more complex, costs have skyrocketed to maintain Moore’s Law. Intel spent more than $13 billion on R&D expenses alone in 2017, according to IC Insights, with Qualcomm, Broadcom, and Samsung each spending more than $3 billion.
While China may try to play catchup in the broad category of semiconductors, it is strategically placing its money on new areas like 5G wireless and artificial intelligence-focused chips where it might become a leading provider of technology. Concerns over 5G in particular have galvanized American attention on Qualcomm and its ability to compete in what is rare virgin territory in the telecom equipment space.
For American companies like Intel and Qualcomm, which are used to holding de facto monopolies on entire swaths of the semiconductor market, the renewed competition from China is going to pressure them to push their tech forward faster.
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Qualcomm’s war may be over, but the casualties are just starting to be calculated
The epic battle between Qualcomm and Broadcom seems to have reached its armistice, with President Trump using the power of CFIUS to block the transaction this past week, ending what would have been the largest tech M&A transaction of all time.
It may be all quiet on the semiconductor front, but Qualcomm and Broadcom will now need to find a path forward to win the peace and secure access to the coming 5G wireless market. Qualcomm faces a daunting number of challenges, including a potential takeover battle waged by the spurned son of its founder. Broadcom will have to find a new path to use acquisitions to continue its growth.
As with any war though, the damage from this conflict isn’t exclusive to the two enemy combatants. The future of corporate governance and shareholder autonomy is now being reevaluated in light of the actions used by Qualcomm in its defense against Broadcom’s hostile takeover. In addition, America’s openness to foreign investment is increasingly under scrutiny.
Qualcomm picks up the pieces
Hostile takeovers are always going to be damaging affairs, no matter the outcome. The most important mandate for any board of directors — and particularly for the boards of technology companies — is to identify long-term threats and opportunities facing a company, and guide the executive team toward the best possible outcome for shareholders. Hostile takeovers are firefighting affairs — the discussions of the board are jolted from roadmaps, strategy, and vision to the minute-by-minute tactics of defending the company from marauding invaders.
Qualcomm should be directing its attention to strategy, but it faces additional wars on nearly every front. It’s fighting shareholders for its future, fighting Apple and Huawei over its revenues, fighting China over its acquisition of NXP, and now potentially fighting its founder’s son from a private takeover attempt.
Many of Qualcomm’s shareholders see the company’s performance as disappointing. While its stock has fluctuated over the past six years, today’s share price is essentially flat from where it stood in January of 2012. Compare that to Broadcom, which in the same timeframe has seen an increase of about 740%, and the PHLX Semiconductor Sector index, a basket index of the industry, which has seen its value increase by about 280%.
Unsurprisingly, shareholders were enticed by the opportunity to suddenly realize a 35% premium on their shares with Broadcom’s $82-a-share offer. Unlike Qualcomm’s board, shareholders were very interested in accepting Broadcom’s offer. In fact, we now know that Qualcomm’s board knew that it has lost the battle against Broadcom with its own shareholders during the acquisition process. As Bloomberg reported this week:
The votes started to come in on Friday, March 2. By Sunday it was clear that Qualcomm’s defense had failed.
Four of the six directors Broadcom had nominated were polling so far ahead of their Qualcomm peers that the race was effectively over, according to data viewed by Bloomberg. The remaining two were winning by less substantial margins. Making it worse, Mollenkopf and Jacobs, the architects of Qualcomm’s standalone plan, had received some of the fewest votes.
Inside the Qualcomm camp, the mood was bleak; assuming the trend continued, the board would lose control of the company at the shareholder meeting.
Broadcom’s message was one of quiet confidence. The company knew it had won, one person close to the discussions said. At that point, the person said, it was just a question of by how many votes, and who was going to leave the board.
Broadcom was winning the battle with shareholders, so Qualcomm’s board shifted to a terrain far more favorable to it: Washington bureaucrats. From the same Bloomberg report, “Federal lobbying disclosures for 2017 showing that Qualcomm spent $8.3 million, or roughly 100 times the $85,000 Broadcom spent…” These weren’t regulators; these were friends.
In late January, Qualcomm’s board submitted a preliminary, voluntary, and confidential notice to CFIUS asking for a review of Broadcom’s potential board coup. When Broadcom attempted to redomicile to the United States to avoid CFIUS purview (as it would no longer be a foreign company but a domestic one after it redomiciled), the government’s anger was palpable and sealed the company’s fate. The board’s original outreach to CFIUS precipitated the sequence of events that led to Trump’s block this past week.
Qualcomm’s board won the war, but it is still facing a rebellion from its own bosses. The board will be up for election unopposed this week at the company’s delayed shareholders meeting. Perhaps taking a page from tomorrow’s Russian presidential election, some shareholders are withholding their votes from the board slate to show their displeasure with the entire saga. From the Wall Street journal, “Institutional Shareholder Services Inc., an influential proxy-advisory firm, … in a note to investors late Wednesday, stood by its original recommendation that shareholders vote for four Broadcom nominees for Qualcomm’s 11-person board, even though the votes won’t count.”
That shareholder meeting will no doubt be eventful. While the board and the company’s execs will argue that they have a strategy moving forward, they confront two other ongoing firefighting challenges and one new one that could be another round of bruising internecine warfare.
Qualcomm is still in the midst of its $44 billion NXP acquisition, which continues to wait on Chinese regulatory approval. The timeline for that approval is still unclear, but even when Qualcomm does receive it, the company will still have to close the deal and actually implement the transaction. That will take significant time and energy.
Even more complicated is the continuing fight with Apple and Huawei over Qualcomm’s IP licensing revenue. Licensing revenue is crucial for Qualcomm, and the litigation around the fight will force the board to continue monitoring the day-to-day legal tactics of the company rather than focus on a longer-term vision of how to work with the largest smartphone producer in the world to generate profits.
On top of those two challenges, another takeover attempt could potentially exhaust the board further. Yesterday, Qualcomm’s board voted to remove board member Paul Jacobs, who is the son of Qualcomm’s founder and the company’s former chief executive from 2005 to 2014. He had been demoted from executive chairman to director just last week. As the New York Times noted, “The split, which means no member of the Jacobs family will be involved at the top echelons of Qualcomm for the first time in 33 years, was not friendly.”
According to reports, Jacobs is attempting to raise more than $100 billion to buy the company, potentially leveraging SoftBank’s Vision Fund in the process. SoftBank, of course, is a Japanese company, and the Vision Fund has significant capital from foreign countries including Saudi Arabia and the United Arab Emirates. Even more ironically, Qualcomm is an investor in the Vision Fund.
Jacobs is following in the footsteps of Michael Dell who bought the eponymous tech company back in 2013 in a take-private transaction worth $24 billion. Can Jacobs even raise the required amount of capital, four times more than Dell? Will Qualcomm be forced to run back to the Trump administration in order to avoid a “foreign” takeover of the firm yet again, this time by the son of the company’s founder?
My guess — fairly weakly held — is that the answers are yes and no. Jacobs will find the money, and the board won’t fight a distinguished former executive — even if Jacobs was running seriously behind in shareholder approval in the Broadcom fight. We will learn more in the coming weeks, but expect more strategic actions here (maybe from Intel) as well.
Broadcom regroups
Despite its very public failure, Broadcom is in a much stronger position coming out of this battle. It beat analyst estimates this week for its Q1 earnings, and has seen impressive growth in its wireless communications segment, which were up 88% year-over-year. It also managed to lower expenses, which helped drive an increase in gross margin to 64.8% (aren’t fabless and patents awesome?)
Broadcom continues to deliver strong results, but the big question post-Qualcomm is really what’s next? Qualcomm was the single most important chip company that might have been available for purchase (Intel is out of Broadcom’s league). While it plans to continue to redomicile to the U.S., which should allow it to get back into the acquisition game in America, Broadcom may struggle in the coming years to find the kinds of accretive acquisitions that can keep its growth on the trajectory it has been on over the past few years.
Shareholder power wanes?
The biggest questions coming out of the Qualcomm / Broadcom spat is not related to the companies themselves, but the entire intellectual edifice of shareholder rights and the framework used by American companies to conduct corporate governance.
Qualcomm’s board of directors took extraordinary steps to block the Broadcom acquisition. They unilaterally went to Washington to get an injunction not on a deal — which had never been consummated between the two companies — but to block Broadcom from replacing its board of directors in a standard shareholder vote. This is a very important distinction: Qualcomm’s board saw the direction shareholders wanted to go, and essentially decided to just ignore the election process entirely.
From Dealpolitik columnist Ronald Barusch:
This change threatens over three decades of a carefully balanced governance system. Since the Delaware Supreme Court approved the use of the poison-pill takeover defense in 1985, the courts have basically blessed the following tradeoff: On the one hand, corporate directors can fight tooth and nail to stop a deal and the courts will give only limited scrutiny to defensive tactics.
However, the board is strictly limited in any moves to interfere with shareholders’ ability to replace directors and force a company to change course that way. In the vernacular of a leading Delaware case, a “just say no” defense doesn’t mean “just say never.” A bidder with enough patience who can convince a target’s shareholders to change directors has a path at least toward cooperation on resolving regulatory impediments to a deal.
This is a unique case as Barusch notes, but at what point can boards use every method at their disposal to prevent their own shareholders — the people they have a fiduciary duty to represent — from taking charge of the company? This past week presents one of the most complex examples to date, and it wouldn’t surprise me if a shareholder decides to attempt a legal attack on Qualcomm.
The other side of the potential waning of power for shareholders is CFIUS itself. The Trump administration ended a potential deal for a company that shareholders were widely in favor of. Where do the rights of shareholders to realize a return on their equity end and the right of America as a nation to control national security technology start?
We are on new terrain, and there are no clear answers here. In many ways, it depends on what happens over the next few years of the Trump administration. If there are more blocks like what we saw this week, we could see a radical change in the corporate calculus that would have a long-term negative effect on the value of some American companies.
Hostile takeovers may be incredible drama for writers like yours truly, but they have enormous consequences for companies and the employees who work at them. Qualcomm is going to have to shore up its support with a whole host of stakeholders in the coming months (while dealing with a potential take-private fight), while Broadcom needs to find its next strategy for further growth. All of us are going to have to deal with new uncertainty around the power of shareholders to shape the destiny of their companies. The war is over, but the aftermath and its consequences have just begun.
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Qualcomm’s former exec chair will exit after exploring an acquisition bid
There’s a new twist in the BroadQualm saga this afternoon as Qualcomm has said it won’t renominate Paul Jacobs, the former executive chairman of the company, after he notified the board that he decided to explore the possibility of making a proposal to acquire Qualcomm.
The last time we saw such a huge exploration to acquire a company was circa 2013, when Dell initiated a leveraged buyout to take the company private in a deal worth $24.4 billion. This would be of a dramatically larger scale, and there’s a report by the Financial Times that Jacobs approached Softbank as a potential partner in the buyout. Jacobs is the son of Irwin Jacobs, who founded Qualcomm, and rose to run the company as CEO from 2005 to 2014. Successfully completing a buyout of this scale would, as a result, end up keeping the company that his father founded in 1985 in the family.
“I am glad the board is willing to evaluate such a proposal, consistent with its fiduciary duties to shareholders,” Jacobs said in a statement. “It is unfortunate and disappointing they are attempting to remove me from the board at this time.”
All this comes following Broadcom’s decision to drop its plans to try to complete a hostile takeover of Qualcomm, which would consolidate two of the largest semiconductor companies in the world into a single unit. Qualcomm said the board of directors would instead consist of just 10 members.
“Following the withdrawal of Broadcom’s takeover proposal, Qualcomm is focused on executing its business plan and maximizing value for shareholders as an independent company,” the company said in a statement. “There can be no assurance that Dr. Jacobs can or will make a proposal, but, if he does, the Board will of course evaluate it consistent with its fiduciary duties to shareholders.”
Broadcom dropped its attempts after the Trump administration decided to block the deal altogether. The BroadQualm deal fell into purgatory following an investigation by the Committee on Foreign Investment in the United States, or CFIUS, and then eventually led to the administration putting a stop to the deal — and potentially any of that scale — while Broadcom was still based in Singapore. Broadcom had intended to move to the United States, but the timing was such that Qualcomm would end up avoiding Broadcom’s attempts at a hostile takeover.
BroadQualm has been filled with a number of twists and turns, coming to a chaotic head this week with the end of the deal. Qualcomm removed Jacobs from his role as executive chairman and installed an independent director, and then delayed the shareholder meeting that would give Broadcom an opportunity to pick up the votes to take over control of part of Qualcomm’s board of directors. The administration then handed down its judgment, and Qualcomm pushed up its shareholder meeting as a result to ten days following the decision.
“There are real opportunities to accelerate Qualcomm’s innovation success and strengthen its position in the global marketplace,” Jacobs said in the statement. “These opportunities are challenging as a standalone public company, and there are clear merits to exploring a path to take the company private in order to maximize the company’s long-term performance, deliver superior value to all stockholders, and bolster a critical contributor to American technology.”
It’s not clear if Jacobs would be able to piece together the partnerships necessary to complete a buyout of this scale. But it’s easy to read between the lines of Qualcomm’s statement — which, as always, has to say it will fulfill its fiduciary duty to its shareholders. The former CEO and executive chairman has quietly been a curious figure to this whole process, and it looks like the BroadQualm saga is nowhere near done.
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Equity podcast: Theranos’s reckoning, BroadQualm’s stunning conclusion and Lyft’s platform ambitions
Hello and welcome back to Equity, TechCrunch’s venture capital-focused podcast where we unpack the numbers behind the headlines.
This week Katie Roof and I were joined by Mayfield Fund’s Navin Chaddha, an investor with early connections with Lyft to talk about, well, Lyft — as well as two bombshell news events in the form of an SEC fine for Theranos and Broadcom’s hostile takeover efforts for Qualcomm hitting the brakes. Alex Wilhelm was not present this week but will join us again soon (we assume he was tending to his Slayer shirt collection).
Starting off with Lyft, there was quite a bit of activity for Uber’s biggest competitor in North America. The ride-sharing startup (can we still call it a startup?) said it would be partnering with Magna to “co-develop” an autonomous driving system. Chaddha talks a bit about how Lyft’s ambitions aren’t to be a vertical business like Uber, but serve as a platform for anyone to plug into. We’ve definitely seen this play out before — just look at what happened with Apple (the closed platform) and Android (the open platform). We dive in to see if Lyft’s ambitions are actually going to pan out as planned. Also, it got $200 million out of the deal.
Next up is Theranos, where the SEC investigation finally came to a head with founder Elizabeth Holmes and former president Ramesh “Sunny” Balwani were formally charged by the SEC for fraud. The SEC says the two raised more than $700 million from investors through an “elaborate, years-long fraud in which they exaggerated or made false statements about the company’s technology, business, and financial performance.” You can find the full story by TechCrunch’s Connie Loizos here, and we got a chance to dig into the implications of what it might mean for how investors scope out potential founders going forward. (Hint: Chaddha says they need to be more careful.)
Finally, BroadQualm is over. After months of hand-wringing over whether or not Broadcom would buy — and then commit a hostile takeover — of the U.S. semiconductor giant, the Trump administration blocked the deal. A cascading series of events associated with the CFIUS, a government body, got it to the point where Broadcom’s aggressive dealmaker Hock Tan dropped plans to go after Qualcomm altogether. The largest deal of all time in tech will, indeed, not be happening (for now), and it has potentially pretty big implications for M&A going forward.
That’s all for this week, we’ll catch you guys next week. Happy March Madness, and may fortune favor* your brackets.
Equity drops every Friday at 6:00 am PT, so subscribe to us on Apple Podcasts, Overcast, Pocketcast, Downcast and all the casts.
* assuming you have Duke losing before the elite 8.
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