Qualcomm Incorporated (Nasdaq: QCOM), a leading developer and innovator of Code Division Multiple Access (CDMA) and other advanced wireless technologies, today announced that it has reached an agreement with the U.S. Department of Justice (DOJ) resolving “gun-jumping” allegations arising from Qualcomm's acquisition of Flarion Technologies Inc. earlier this year. The acquisition was cleared by the DOJ's Antitrust Division and closed in mid-January. During the Hart-Scott-Rodino review of the transaction, Qualcomm and Flarion called the DOJ's attention to provisions of the acquisition agreement that required Flarion, in the period before the closing, to obtain Qualcomm's consent to enter into certain types of intellectual property licenses and other agreements, and to make certain types of customer proposals. Qualcomm and Flarion voluntarily modified some of the provisions to eliminate or reduce the consent requirement The DOJ has asserted that the provisions effectively gave Qualcomm an inappropriate level of control over Flarion's business prior to Hart-Scott-Rodino clearance in violation of the Hart-Scott-Rodino Act. The companies disagree with the DOJ's position.
The settlement involves the simultaneous filing of a civil complaint by the DOJ under the Act and the entry of a stipulated final judgment. The judgment contains no finding or admission of wrongdoing by Qualcomm or Flarion. The companies will pay $1.8 million to the DOJ.
“With the successful integration of Flarion well under way, we decided to put this matter behind us to avoid diverting or distracting the Qualcomm-Flarion team from the important tasks of integrating the best of both companies' technologies and refining our joint roadmap,” said Louis Lupin, senior vice president and general counsel for Qualcomm.
Qualcomm Incorporated (www.qualcomm.com) is a leader in developing and delivering innovative digital wireless communications products and services based on CDMA and other advanced technologies. Headquartered in San Diego, Calif., Qualcomm is included in the S&P 500 Index and is a 2006 FORTUNE 500® company traded on The Nasdaq Stock Market® under the ticker symbol QCOM.