QLogic acquired selected Broadcom Ethernet-controller assets and related non-exclusive intellectual-property rights in 2014—not Broadcom itself or its entire Ethernet business. The deal centered on 10/40/100Gb controller technology associated mainly with Broadcom’s programmable NetXtreme II family. Broadcom was to continue supplying the related ASICs under a long-term arrangement.
What did QLogic acquire?
The agreement covered certain assets related to Broadcom’s 10/40/100Gb Ethernet controllers, primarily associated with its programmable NetXtreme II family, together with non-exclusive intellectual-property licenses. The scope was a defined set of controller-related assets and rights, not a transfer of Broadcom as a company or all of its Ethernet operations. Broadcom and QLogic’s February 18, 2014 announcement described the transaction and its intended scope.
When was the transaction announced and completed?
Broadcom and QLogic announced a definitive agreement on February 18, 2014. The announcement said closing was expected in the first quarter, subject to customary conditions. QLogic reported that the transaction was completed on March 13, 2014, in its Form 8-K filed that day.
How much did QLogic pay?
The reported amounts differ because QLogic and Broadcom described the transaction on different bases and in different filings. They should not be treated as interchangeable versions of one uncontested price.
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| Report | Reported amount and context |
|---|---|
| February 18, 2014 announcement | Approximately $147 million in cash consideration; closing was then expected in the first quarter, subject to customary conditions. Announcement |
| QLogic Form 8-K, March 13, 2014 | $147.3 million in cash, subject to adjustments, plus assumption of certain liabilities. Closing filing |
| QLogic fiscal 2015 Form 10-K | $147.8 million total cash consideration, with assumed liabilities also described. Annual report |
| Broadcom fiscal 2014 annual report | $209 million for the seller-described “QLogic Transaction,” which encompassed the sold Ethernet controller-related assets and non-exclusive IP licenses. Broadcom also reported a $48 million gain on sale net of a $37 million goodwill adjustment and $120 million in deferred revenue. Annual report |
The buyer’s closing filing gives the clearest figure for QLogic’s cash consideration for the asset purchase. Broadcom’s larger figure reflects its broader accounting description of the transaction, including licensing elements; it is not a directly equivalent restatement of the $147.3 million closing figure.
Why did Broadcom continue supplying ASICs?
The transaction separated ownership of certain controller-related assets from the supply of the ASICs used with the product line. Under a long-term supply agreement announced with the deal, Broadcom was to supply ASICs to QLogic in support of NetXtreme II. QLogic’s fiscal 2015 annual report described a development and supply agreement requiring purchases of related ASICs and services from Broadcom.
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Broadcom executive Rajiv Ramaswami said the company was focusing internal Ethernet-controller efforts on its end-to-end data-center platform while establishing the supply relationship with QLogic. That was Broadcom management’s stated rationale at announcement, not an independent assessment of the deal’s results.
Independent reader supportYour contribution helps us test, update, and keep practical guides available for everyone.What did QLogic say it expected to gain?
QLogic President and CEO Prasad Rampalli said the acquisition would give QLogic technology and an immediate presence serving enterprise Ethernet-controller customers, and would form the foundation of its Ethernet-controller business. He also said it would accelerate time to market with leading-edge technology. These were management’s expectations when the agreement was announced; the filings do not establish that each anticipated benefit was achieved.
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QLogic’s subsequent annual report said the deal expanded its product portfolio and was expected to accelerate its time to market in server Ethernet connectivity. At closing, QLogic also announced a plan to consolidate its product roadmap. Its March 2014 filing estimated pre-tax restructuring charges of $13 million to $16 million, primarily associated with consolidating engineering activities; that range was a contemporaneous estimate, not a verified final cost.
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