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Qualcomm's $44B NXP acquisition dies as China trade war rages on

China was the last country holding up the takeover, the biggest ever in the semiconductor industry when it was proposed nearly two years ago.

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Qualcomm's acquisition of NXP had been held up by Chinese regulators.

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Qualcomm's proposed $44 billion takeover of Dutch chipmaker NXP has become a casualty of the US trade war with China.

Qualcomm on Wednesday didn't extend its deadline for closing the deal, opting instead to buy back up to $30 billion in shares from investors. The deal had been on hold for nearly two years as China mulled the regulatory implications of the combined company. 

"We intend to terminate our purchase agreement to acquire NXP when the agreement expires at the end of the day today, pending any new material developments," Qualcomm CEO Steve Mollenkopf said in a statement. 

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San Diego, California-based Qualcomm launched its offer for NXP -- the largest ever in the semiconductor industry -- in October 2016. At the time, it said buying NXP would help it expand beyond smartphones into new industries like the internet of things and automotive. Since that time, Qualcomm has been building its own operations in those areas, as well as fending off hostile takeover bid from rival Broadcom.

Because the deal between the competing chipmakers would have far-reaching impact, antitrust regulators from nine countries had to approve the takeover. 

China had been the lone holdout in signing off on the deal amid concerns that the combined company would have an unfair advantage over rivals. Qualcomm is the world's biggest maker of wireless chips for smartphones and other devices, but some of its biggest competitors are Chinese vendors like MediaTek. 

While the NXP deal had been on hold for nearly two years, the belief in recent months was if the US lifted its ban on Chinese telecommunications provider ZTE, China would approve Qualcomm's NXP acquisition. But that ultimately hasn't happened. China's regulatory authority still could OK the deal before the deadline Wednesday at 11:59 p.m. ET, but it's unlikely. Qualcomm will pay NXP $2 billion for not going through with the acquisition. 

"Most of the Qualcomm future unknowns were cleared up at the company's earnings disclosure today," Moor Insights & Strategy analyst Patrick Moorhead said. "Many investors over the past 18 months have been concerned with unknowns over NXP, future growth opportunities and its licensing business."

Qualcomm shares rose 3.3 percent to $61.39 in after-hours trading, while NXP shares slid 1.9 percent to $96.50.

ZTE tussle

Earlier this year, the US Commerce Department issued a seven-year ban on US companies working with ZTE as punishment for doing business in Iran and North Korea. The ban proved crippling, forcing the Chinese company to shut down major operations in May. But President Donald Trump came to ZTE's rescue, with ZTE agreeing in June to pay a $1 billion fine, work with a US compliance team and overhaul its leadership within 30 days.  

Not everyone in the US government supported the ZTE deal, though. Democrat and Republican senators earlier last month added a provision to the must-pass annual defense policy bill that would reinstate the ban on US suppliers selling to ZTE. It also would prevent government agencies from using telecom equipment and services from ZTE and Chinese rival Huawei. The Senate passed the bill with the provision, but the House didn't include the measure. That effectively killed efforts to reinstate the ban. 

Qualcomm's future

While ZTE's future is no longer in flux, Qualcomm has to figure out life without NXP. 

The company, while the world's biggest provider of wireless chips, has been facing uncertainties over the past year. 

Broadcom, the Singapore-based maker of chips for everything from cable modems to set-top boxes to digital video recorders, announced an unsolicited bid of $130 billion for Qualcomm in November, but Qualcomm didn't believe the deal price was high enough. The bid fell apart in March after Trump signed an executive order blocking the merger. Broadcom subsequently dropped its acquisition offer.

Over the past few months, Paul Jacobs, Qualcomm's former CEO and the son of its co-founder, has been exploring a possible offer to take Qualcomm private. Jacobs has continued with efforts to raise billions of dollars for a Qualcomm acquisition while also starting a new company to work on wireless chip technology. 

At the same time, Qualcomm continues to face legal troubles over its technology licensing practices. Apple, one of its biggest customers, has accused Qualcomm of offering unfair licensing terms for its technology. Qualcomm has responded by suing Apple for patent infringement and seeking a ban on iPhone sales. The company maintains that no modern handset -- including the iPhone -- would have been possible without its cellular technologies. Still, it's facing antitrust investigations and lawsuits around the globe. 

Qualcomm has made strides expanding beyond its core mobile market. In its last fiscal year, Qualcomm generated $3 billion in revenue outside of mobile, up 75 percent over the previous two years. It made over $1 billion last year from internet of things revenue, and it's shipping over a million chips a day for such devices. All major global automakers now are customers of Qualcomm. 

Instead of integrating the might of NXP, Qualcomm will keep going on those efforts alone. 

Rising income

Along with the news it plans to drop its NXP offer, Qualcomm on Wednesday reported fiscal third-quarter results "significantly above our prior expectations for our fiscal third quarter." Mollenkopf noted the company had "solid execution across the company, including very strong results in our licensing business."

Its income rose to $1.22 billion, or 82 cents a share, from $866 million, or 58 cents a share, a year earlier. Excluding restructuring charges and other items, earnings rose to $1.01 a share from 80 cents a share. Analysts polled by Yahoo had expected earnings of 71 cents a share.

Revenue for the quarter that ended June 24 climbed 4.2 percent to $5.6 billion. Qualcomm had expected sales of $4.8 billion to $5.6 billion. 

For the fiscal fourth quarter, Qualcomm expects revenue of $5.1 billion to $5.9 billion, down 14 percent to flat from the previous year's $5.9 billion. Analysts projected $5.44 billion. 

Qualcomm's results have been hurt by its dispute with Apple since the third quarter of 2017. In April of last year, Apple and its manufacturers -- who license Qualcomm's tech for use in iPhones -- decided to stop paying Qualcomm licensing fees until the dispute had been resolved. 

First published July 25 at 1:03 p.m. PT.
Update at 1:20 p.m. PT: Adds earnings results.
Update at 1:54 p.m. PT: Adds analyst comment. 

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