Qualcomm/NXP deal underscores semiconductor merger trend

Qualcomm’s proposed acquisition of NXP Semiconductors marks the latest deal in a wave of industry consolidation that includes increasingly expensive transactions with greater focus on expanding scope rather than economies of scale, according to Fitch Ratings. Fitch believes consolidation in the chip industry will continue through the intermediate term within the context of cheap financing and tepid demand in more mature semiconductor markets.

While the NXP deal is expensive (and the largest ever) at $47 billion, including nearly $8 billion of net debt at NXP, Qualcomm will be able to tax-efficiently use offshore cash to fund a material amount of the all-cash transaction, given NXP’s Dutch incorporation. Fitch estimates Qualcomm will use approximately $28 billion of its $31 billion of total available cash at June 26, 2016 (more than $28 billion is located outside the U.S.) of offshore cash as of June 26, 2016 (versus $31 billion of total cash) and $11 billion of new debt, resulting in a Fitch estimated total leverage (total debt to operating EBITDA) of roughly 3.2x at closing. Despite the high price tag, Fitch believes the 4.6x revenue purchase multiples is in line with averages paid in large transactions completed over the last year, which Fitch estimates was roughly 5x revenues.

The Qualcomm deal with NXP is the latest example of chip companies acquiring capabilities within growth markets, particularly automotive and internet of things (IoT), as traditional semiconductor PC and smartphone markets mature. Qualcomm expects the acquisition will increase its addressable market by 40%, driven by increasing semiconductor content per car in automotive markets, exponential growth of connected devices in IoT markets and growing adoption of credit card security technologies.

Avago Technologies’ Feb. 2, 2016 acquisition of Broadcom for $37 billion focused on leveraging Broadcom’s leading wi-fi technology for the IoT market. Qualcomm’s August 2016 $2.4 billion acquisition of CSR plc strengthened Qualcomm’s nascent automotive and IoT offerings with significant semiconductor and software capabilities. Intel’s December 2015 acquisition of Altera Inc. for $16.7 billion acquisition of Altera diversified Intel away from personal computers by combining Altera’s field-programmable gate arrays with Intel’s low power processors for IoT applications. Even NXP’s December 2015 $12 billion acquisition of Freescale Semiconductor focused on expanding already strong capabilities and share in automotive and IoT markets.

Qualcomm has been in strategic review mode over the past few years amid growth concerns reflecting intensifying competition in the maturing smart phone market from the likes of Intel and a less robust long-term outlook for licensing revenue in China, where most smartphone unit growth is expected. The acquisition of NXP meaningfully diversifies Qualcomm’s end market exposure, reducing wireless handset exposure to below 50% of mobile products sales from 61% currently, and provides a top line growth catalyst, as well as earnings growth beyond significant share repurchases.

Fitch believes deal integration may be complicated by NXP’s ongoing integration of Freescale, which was structured largely as a merger of equals, and lack of technology overlap, given Qualcomm’s system-on-a-chip for mobile devices and telecom equipment focus and NXP’s focus on mixed-signal semiconductors and microprocessors and microcontrollers.

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