[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