Deals and IPOs

Qualcomm CEO Mollenkopf: Deal with NXP was financially 'attractive'

Qualcomm CEO: NXP deal fair for both companies

A blockbuster deal to buy NXP was financially "attractive" and fair, Qualcomm CEO Steve Mollenkopf told CNBC's "Squawk on the Street" on Thursday.

Qualcomm said on Thursday it agreed to buy NXP Semiconductors for about $38 billion, in the biggest-ever deal in the semiconductor industry, as it seeks to expand the reach of its chips from phones to cars. It marks what could be the largest deal ever in the semiconductor space, according to data from Dealogic.

Qualcomm said it would offer $110 per share in cash, a premium of 11.5 percent to NXP Semiconductor's Wednesday's close. The equity value of the deal is $37.88 billion, according to Reuters calculations based on the company's 344.4 million diluted shares as of Oct. 2.

"People are excited about what's going to happen in the future in terms of these technologies," Mollenkopf said. "I think together, we have an opportunity to realize that better than apart, and that's the reason for the combination."

Qualcomm CEO Steve Mollenkopf
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Mollenkopf said the deal will be "significantly accretive" to Qualcomm, though he said discussions so far have mostly focused on the strategic rationale of the deal.

"I think people are going to be happy with the way the deal looks financially," Mollenkopf said, without disclosing specifics.

The transaction, which is expected to close by the end of 2017, is structured to use offshore cash flow in a tax-efficient manner to rapidly reduce leverage, Qualcomm said. The company expects the deal to significantly add to adjusted earnings immediately upon its close and generate $500 million of cost savings annually within two years after the deal closes.

NXP's shares rose 1.7 percent to over $100, while Qualcomm shares were up nearly 3 percent, above $70, hitting their highest level since May 2015. Qualcomm intends to fund the transaction with cash on hand and new debt.

The deal would make Qualcomm, which supplies chips to Android smartphone makers and Apple, one of the biggest suppliers to the fast-growing market of chips used by the automotive industry. It comes as the complexity of cars has ramped up dramatically, Mollenkopf said.

"If you look at the larger context of what's happening in the industry, the car, and the internet of things — the technology roadmap and the amount of technology and technological changes that's going to occur in both those industries — reminds me of what the smartphone looked like in 2000, before there was a smartphone," Mollenkopf said. "Everyone was trying to figure out how to assemble all of the assets, the technology breadth to be successful in that huge transition."

The company gets the bulk of its revenue from chip sales but most of its profit comes from wireless patents it licenses to the mobile industry. San Diego-based Qualcomm is facing slowing smartphone sales and stiff competition from Chinese and Taiwanese rivals.

"Our job, as an enabler, is to make it easier for industries that are not used to using that much complexity," Mollenkopf said. "Make it easy for them to get onto the internet, make it easy for them to take advantage of computing — easy to take advantage of all of the sensor data. And that's what we do as a company."

The deal comes after internet-of-things products, such as webcams, were blamed for a global hack attack that shut down several major websites last week. Mollenkopf said that NXP is an industry leader of cybersecurity.

"We feel like we're getting a really strong asset to be able to drive security into the internet of things," Mollenkopf said.

Qualcomm had sat out the transformative consolidation sweeping the industry, which has seen mega-deals such as Avago buying Broadcom for $37 billion last year.

NXP closed a nearly $12 billion deal to buy U.S.-based Freescale Semiconductor last December, creating the world's top maker of automotive electronics and doubling the percentage of its auto-related revenue to 40 percent.

Qualcomm is currently ranked third in terms of revenue among global semiconductor companies in 2015, while Eindhoven-based NXP is ranked seventh, according to research firm IHS. The combined company is expected to have annual revenue of more than $30 billion, the companies said.

Goldman Sachs and Evercore were financial advisers to Qualcomm while Centerview Partners advised its board.

Qatalyst Partners, Barclays and Credit Suisse were financial advisers to NXP and Skadden, Arps, Slate, Meagher & Flom and De Brauw Blackstone Westbroek were legal counsels.

"We feel there's a lot of value for our shareholders in the combination," Mollenkopf said. "Both companies have looked at this a number of different ways. You look at it from the ratios, you look at it from any perspective, and I think it's a fair deal for both shareholders, and obviously both boards concluded the same."

—Reuters contributed to this report.