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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.

Amid the greatest NCAA basketball upset ever, a Twitter hero emerges

Happy Saturday, everyone! While many things in the world are very bad today, if you were on the Internet last night, you probably caught wind of a pretty cool historic moment in college basketball: UMBC — University of Maryland, Baltimore County — knocked off the overall number one seed in the annual NCAA men’s basketball championship tournament in an absolute landslide.

So, naturally, I absolutely had to find the tech angle here, and if you owned a smartphone, you probably saw a series of extremely excellent tweets from UMBC’s twitter account, which went absolutely ballistic last night. So, we wanted to recognize the other star of the show: UMBC’s twitter account. You probably would too if, as a 21-point underdog, beat what most consider the best team in the country. Most tweet compilations are not great, but this one is very great.

University of Virginia was absolutely crushed during the second half of the game after dominating the world of college basketball for the entire regular season and throughout the conference tournament on the way to the overall number one seed — a system in place where teams are placed in the tournament based on favorable matchups as a reward for their performance. The system is still ripe for upsets, and there have been a lot this year, but this one is arguably one of the biggest upsets of all time.

So, without further ado:

Alarming bucket of truth, that one. We’ll end with this one:

Happy March Madness, all! May fortune favor (the rest) of your brackets.

Tingles is an app devoted to ASMR videos

The Tingles team has not done much in the way of promotion, but the app has already built a fairly sizable following in its community. That’s one of the nice things about a targeted product — it spreads fast.

In the year since Slovenian co-founders Gasper Kolenc and Miha Mlakar launched, the service has focused almost exclusively on ASMR — autonomous sensory meridian response — those whispered, pleasant-sounding videos that give listeners a sense of low-level euphoria. The service is about to get a big push, with help from Y Combinator.

“We were just trying to figure the best way to build it for artists and the community,” Mlakar, who also serves as the company’s CPO, tells TechCrunch. “We established all of these relationships. All of the features came from the community. We needed time to work on the product.”

In spite of a lack of promotion, the company says it’s pulled in 60,000 monthly active users, bout a third of whom use the product every day. The site’s content is created by more than 200 “artists” (a term taken from the ASMR community’s almost-too-clever “ASMRtist”), many of whom were poached from YouTube.

Google’s video service has, of course, been ground zero for the rise of the ASMR online phenomenon. And while Mlakar admits that it’s proven a valuable resource for the community (it was where he first learned of the concept), the co-founder believes there were still issues unserved by YouTube’s catch-all approach to online video.

“I think YouTube is great for discovery,” says Mlakar. “I discovered ASMR on there. But when you become a regular user, it becomes a problem. The main thing is the ads. If you’re listening to ASMR to fall asleep and you’re just about to doze off, then a loud commercial wakes you up, it’s really unpleasant.”

The other benefits of offering such a hyper-focused service include a better monetization model for creators. The service is available ad-free for free, but the company is working with creators to develop exclusive premium content deals, along with other features like tipping. Creators are vetted through a short approval process, and Tingles does police the videos. But while the app — and most ASMR proponents — are quick to point out that the phenomenon itself isn’t a sexual one, there are indeed “more erotic channels,” according to Mlakar.

For Tingles, ASMR is just the beginning. Mlakar describes the Android/iOS app as “basically the best place to find any video content that helps you relax and fall asleep,” and future plans include a larger push into other relaxation categories, like meditation/mindfulness.

Zoosk relaunches dating app Lively as a way to meet new people while playing trivia games

Hoping to capitalize on the popularity of trivia applications like HQ Trivia, dating app maker Zoosk has just released an experimental app that combines trivia with the potential for meeting someone new. The app is a relaunch and complete makeover of Zoosk’s Lively, which first debuted in July 2016 as a dating app that used video to tell stories, instead of static profile images.

The new version of Lively is nothing like its former namesake.

As Zoosk explains, the previous version of Lively’s group video chat app was fun, but people didn’t know how to connect and relate to one another using the video format. It felt awkward to start conversations, with no reason to be there besides wanting to date.

The company went back to the drawing board, so to speak, to think about what sort of experiences could bring people together. Trivia, naturally, came to mind.

Lively aims to reproduce the feeling that comes with competing at a bar trivia night. When you join, you’re placed in a group video chat team of two to four people. Together, the team works to answer a series of 12 questions while discussing the answers over video in real-time. When they finish the questions, they’ll be able to see how their scores compared with other teams.

The “dating” component to the app isn’t quite what you would expect. In fact, it’s less of a way to find a date for a night out, than it is to just make new friends. After the game wraps, you’ll have the option to continue chatting with the other players, if you choose. You can also add people as a friend, if you hit it off.

And when trivia isn’t in session – the games run twice daily at 3 PM and 7 PM PST – you can group video chat with others on Lively.

Because you’re not added to a team with nearby players, your ability to make friends who are also possible real-life dating prospects is decidedly limited. That’s something that Lively could change to support in time, if it’s able to grow its user base. But for now, it needs to match users with any live players in order to fill out its teams.

It’s understandable why it went this route, but it doesn’t lend itself well to meeting someone special – unless you’re open to meeting people anywhere (which some are), or are fine with just making new friends and seeing where that leads.

Unlike HQ Trivia, which features live streams with a host, Lively is just group video chat with a trivia component. That means it won’t be as challenging for Zoosk to operate, as it doesn’t have to worry with bandwidth issues and other costs of putting on a live game show. Also, because there are no prizes or payouts, you can join anytime during the 30-minute gaming session to be placed into a team and play along.

Lively is not the first app to support a group video chat interface where gameplay is an option. A number of video chat apps over the years have integrated games into their experience, including older apps like Tango or Google+ Hangouts, Line, and more recently, Facebook Messenger. But none have integrated games for the purpose of facilitating new relationships.

Zoosk today has 38 million members, but wanted to find a way to reach a younger demographic, which is why it originally launched Lively. The app was the first product to emerge from Zoosk’s in-house incubator, Zoosk Labs, where the company experiments with new ideas to expand its core business.

Whether or not Zoosk can turn trivia players into love connections remains to be seen, but it’s interesting how HQ Trivia’s success has led to this wider market full of knock-offs (e.g. Genius, Joyride, Cash Show, The Q, TopBuzz, Live Quiz,, Halftime Live!, Jam Music, etc.) and other tweaks that follow its idea of live trivia games.

Lively is available on iOS only for now.

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 PodcastsOvercast, Pocketcast, Downcast and all the casts.

assuming you have Duke losing before the elite 8.