Delaware Court Halts Shareholder Vote On Proposed Qualcomm Sale Worth Billions

Delaware communications corporation Atheros Communications Inc. (ATHR) must delay a shareholder vote on a planned $3.1 billion all cash acquisition by Qualcomm Inc. (QCOM) because Atheros’ proxy statement fails to disclose all material facts about the deal negotiations, the Delaware Chancery Court decided March 4 (In re Atheros Communications Inc. Shareholder Litigation).

The proxy statement fails “to provide the required disclosures regarding the contingent fee arrangement by which Qatalyst [the financial advisor] will be compensated, and this, if not remedied, would constitute irreparable harm to the Atheros shareholders’ right to an informed vote on the transaction,” Vice Chancellor ...