Plaintiff's law firm issued a press release on June 8, 2018, announcing the lawsuit. According to the press release, QUALCOMM develops and commercializes "foundational technologies and products used in mobile devices and other wireless products." The Company derives revenues principally from the sale of integrated circuit products and the licensing of intellectual property. Broadcom Limited ("Broadcom") is a "designer, developer and global supplier of a broad range of semiconductor devices, with a focus on complex digital and mixed signal complementary metal oxide semiconductor ["CMOS"] based devices and analog III-V based products." Broadcom is incorporated in, and maintains its principal executive offices in, Singapore.
Beginning in late 2017, Broadcom announced a series of unsolicited proposals to acquire all of the outstanding shares of QUALCOMM's common stock. The Committee on Foreign Investment in the United States ("CFIUS") is "an inter-agency committee authorized to review transactions that could result in control of a U.S. business by a foreign person ('covered transactions'), in order to determine the effect of such transactions on the national security of the United States." Unbeknownst and undisclosed to investors, on January 29, 2018, QUALCOMM secretly filed a voluntary request for CFIUS to initiate an investigation into Broadcom's actions in a brazen attempt to frustrate Broadcom's attempt to acquire the Company.
Once the Company's unilateral secret action was revealed to the market on March 5, 2018, and as the market continued to learn additional information about the nature and extent of QUALCOMM's secret action vis-à-vis CFIUS, and the ramifications therefrom, the price of the Company's common stock declined substantially.
The Complaint alleges that, throughout the Class Period, Defendants made materially false and misleading statements and failed to disclose to investors that QUALCOMM had secretly filed a unilateral notice with CFIUS in order to frustrate Broadcom's attempt to acquire the Company.
On January 22, 2019, the Court issued an Order consolidating cases and appointing Lead Plaintiff and Counsel. Lead Plaintiff filed a consolidated amended Complaint on March 18, 2019. Defendants filed a Motion to Dismiss the consolidated amended Complaint on May 10. On March 10, 2020, the Court issued an Order granting in part and denying in part Defendants' Motion to Dismiss. Plaintiffs were given leave to amend the Complaint. On May 11, Lead Plaintiff filed a second amended Complaint. Defendants filed a Motion to Dismiss the second amended Complaint on June 25. On October 8, the Court granted Defendants' Motion to Dismiss and dismissed the case with prejudice. Lead Plaintiffs filed a notice appealing the Court's Dismissal Order on November 7.