Qualcomm Scraps $44 Billion NXP Deal After China Inaction

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Qualcomm has been awaiting regulatory approval from China to complete its $44 billion acquisition of NXP Semiconductors.CreditChina Network/Reuters

By Don Clark

July 25, 2018

SAN FRANCISCO — Qualcomm called off its $44 billion deal to buy NXP Semiconductors after Chinese regulators did not rule on the transaction amid a trade war between Washington and Beijing.

The company had already cautioned that the deal was likely to be scrapped, assuming no last-minute approval by Chinese authorities came by a midnight deadline. The official cancellation was announced by NXP, which said Qualcomm notified it of the termination on Thursday. NXP said it would receive a $2 billion termination fee from Qualcomm as a result.

The transaction failed after a series of trade moves by the Trump administration, including tariffs on numerous Chinese goods, and retaliatory measures from China.

Trade experts had said China appeared to be withholding approval of the Qualcomm deal to gain negotiating leverage. Eight other jurisdictions, including the United States, had already approved Qualcomm’s purchase of the Dutch chip maker. China was the exception, dragging the review process out to more than 20 months.

The developments followed actions by President Trump to aid Qualcomm earlier this year. In March, he blocked a $117 billion hostile takeover bid for Qualcomm by a rival chip maker, Broadcom, after a federal committee said an acquisition would reduce research spending on wireless technology essential to national security.

Steve Mollenkopf, the chief executive of Qualcomm, which gave Chinese regulators until the end of Wednesday to approve the deal.CreditSteve Marcus/Reuters

The formal deadline for consummation of the acquisition was midnight Eastern time.

Steve Mollenkopf, Qualcomm’s chief executive, said the decision was a difficult one, triggered by a need to end the uncertainty surrounding the deal.

“We weighed that risk against the likelihood of a change in the current geopolitical environment, which we didn’t believe was a high-probability outcome in the near future,” he said during a conference call with analysts on Wednesday afternoon. Qualcomm reported quarterly earnings and sales on Wednesday that were above its predictions.

The outcome is a setback for San Diego-based Qualcomm.

Now it must convince shareholders that it can expand its business without NXP, which was expected to speed Qualcomm’s expansion into chips for cars, mobile payments and other applications. The company has said it plans to buy back up to $30 billion of its stock in a move to lift its share price.

Qualcomm gets most of its revenue from selling chips that help mobile phones communicate. But most of its profit comes from charging handset makers patent royalties based on a percentage of the wholesale price of their products.

That unusual business model has prompted a series of legal battles with antitrust authorities and customers, including Apple. In one positive development for Qualcomm, Mr. Mollenkopf disclosed that it had received a $500 million payment from another licensee that has resisted paying royalties. Qualcomm has not disclosed the identity of the company, but analysts believe it is China’s Huawei.

Mr. Mollenkopf’s go-it-alone strategy rests in large part on 5G, the next generation of cellular technology. Qualcomm predicts that 5G will have many uses beyond increasing the speed of smartphones, including car-to-car communications to improve safety, virtual reality goggles and wireless alternatives for home internet service.

Qualcomm built a lucrative head start over rivals in delivering wireless chips when the current generation of 4G networks began arriving in 2010. The company believes it has a comparable technology edge in 5G, which poses technical challenges that include potentially relying on higher broadcast frequencies never used previously in cellular networks.

The company said it was rapidly surmounting those obstacles, paving the way for some 5G services to begin arriving in the first half of 2019. Qualcomm engineers recently showed a software simulation indicating that a typical 5G user in San Francisco would get a 17-fold increase in average download speeds.

“With every passing week, carriers around the world are announcing an expansion of their 5G rollouts, and we are a partner to nearly all of them,” Mr. Mollenkopf said.

But some analysts questioned the strength of demand for 5G services as well as Qualcomm’s lead over rivals. Intel, for example, has recently succeeded in placing wireless chips in some Apple smartphones and has trumpeted its own 5G advances. Qualcomm disclosed Wednesday that it expected Apple to use only competing chips for its next iPhones.

Amid the challenges, Qualcomm said its core business was improving. The company reported Wednesday that quarterly net income increased 41 percent on a 4 percent rise in revenue.

Besides chips for smartphones, Qualcomm has said it has a backlog of orders from chips used in cars and other non-phone applications totaling $5 billion, up $2 billion from January.

Follow Don Clark on Twitter: @donal888.

Raymond Zhong contributed reporting from Beijing.

A version of this article appears in print on , on Page B1 of the New York edition with the headline: Qualcomm to Drop NXP Bid, Blaming Inaction by China. Order Reprints | Today’s Paper | Subscribe