Qualcomm Incorporated · NASDAQ:QCOM
Qualcomm — Merger or Acquisition (February 2018)
13 slides from Qualcomm's merger presentation, Feb 20, 2018
Slide 1: Additional information and safe harbor
Additional information and safe harbor NON-GAAP FINANCIAL MEASURES This presentation includes “non-GAAP financial measures” as that term is defined in Regulation G. Further discussion regarding our use of non-GAAP financial measures, as well as the most directly comparable GAAP financial measures an
Slide 2: Announcement highlights
Announcement highlights Provides enhanced value creation and certainty for Qualcomm and NXP stockholders 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
Slide 3: Reaffirming high confidence in $6.75 - $7.50 FY19 Non-GAAP EPS
Reaffirming high confidence in $6.75 - $7.50 FY19 Non-GAAP EPS(1,2) Increased visibility into substantial EPS growth (1) (2) (3) See footnotes at the end of the presentation. Non-GAAP EPS, Before Impact of Licensing Resolutions $5.25 Includes $1B cost reduction program Includes $1.50/share accretion
Slide 4: Leadership, integration and scale to win in the connected world
Leadership, integration and scale to win in the connected world (1) Includes security. RFFE Software Camera Connectivity Audio / Codec GPS Integrated SoC LTE modem SoC eSE New distribution channels Well positioned in the nascent NFC/eSE technology solutions Leading position in automotive across info
Slide 5: Successfully executing strategy to address $150B SAM
Successfully executing strategy to address $150B SAM NXP enhances leadership positions in key adjacencies Source: Combination of third party and internal estimates. Note: SAM: Serviceable Addressable Market; SAM excludes QTL. 2015 SAM excludes adjacent opportunities outside of Core Mobile. Core Mobi
Slide 6: Revised price reflects enhanced current value drivers
Revised price reflects enhanced current value drivers Qualcomm’s investment thesis for NXP has been validated over the last ~16 months NXP recent performance Strong market dynamics & positive outlook for key segments High confidence in at least $500 million in cost synergies NXP well-positioned in k
Slide 7: Transaction overview
Transaction overview A financially and strategically compelling transaction (1) (2) See footnotes at the end of the presentation. Transaction consideration Financial impact Approvals and timing $127.50 in cash per share To be financed with cash on hand and debt 70% minimum tender condition (reduced
Slide 8: Today's announcement delivers significant certainty and an improved path to value creation
Today’s announcement delivers significant certainty and an improved path to value creation for stockholders Qualcomm’s acquisition of NXP creates substantial value for all stockholders Strong NXP stockholder support – over 28% of shares outstanding (excluding additional economic interests through de
Slide 9: Footnotes
Footnotes 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 and
Slide 10: Footnotes
Footnotes (1) Non-GAAP results exude the 2! (Qualcomm Strategic natives) sogmont and certain shae-based compensation, acquisition lated items, txitoms and other ms. Further dscusson egarig the Company's use of Non-GAAP franca measures and detailed reconcaions between GAAP and Non GAAP result 6 incud
Slide 11: 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 12: Earnings Per Share (EPS)
Earnings Per Share (EPS) (1) In fiscal 2017, other items excluded from Non-GAAP results consisted of a $962 million reduction to revenues related to the BlackBerry arbitration decision, a $95 million reduction to revenues related to the portion of a business arrangement under negotiation that resolv
Slide 13: Earnings Per Share (EPS)
Earnings Per Share (EPS) GAAP diutod EPS. Less: Ditted EPS attributable t2 1 Less: ited EPS atibutabe to share-based compensation Less: Ditted EPS atibutableo other toms” Non-GAAP diluted EPS Less: Disted EPS atibutabe to income rom customers involved in leeasing disputes "Non-GAAP EPS, before impac