DLA Piper represented Qualcomm Incorporated in its joint venture with TDK Corporation to enable delivery of radio frequency front-end (RFFE) modules and RF filters into fully integrated systems for mobile devices and fast-growing business segments.

The joint venture, to be called RF360 Holdings Singapore Pte. Ltd. (RF360 Holdings), will draw upon TDK's capabilities in micro-acoustic RF filtering, packaging and module integration technologies and Qualcomm's expertise in advanced wireless technologies to serve customers with leading-edge RF solutions into fully integrated systems. This will enable Qualcomm to accelerate its strategy to provide original equipment manufacturers across its business segments with fully integrated systems that will enable them to delivery at scale and on a quicker timeframe.

The agreement is contingent upon regulatory approvals and other closing conditions and is expected to close by early 2017. Qualcomm and TDK also plan to expand their collaboration around key technology fields, including sensors and wireless charging.        

RF360 Holdings will initially be owned 51 percent by Qualcomm Global Trading PTE. Ltd. (QGT) and 49 percent by EPCOS AG, a wholly-owned subsidiary of TDK (EPCOS). As part of their agreement, filter and module design and manufacturing assets, plus related patents, will be carved out from TDK and its subsidiaries and be largely acquired by RF360 Holdings, with certain assets being acquired directly by Qualcomm affiliates. QGT has an option to acquire (and EPCOS has an option to sell) the remaining interest in the joint venture 30 months after the closing date.

Giving effect to the payments to be made at the closing, additional future payments to TDK based on sales by the joint venture of RF filter functions, as well as Qualcomm and TDK’s joint collaboration efforts, and assuming QGT’s exercise of its option to acquire EPCOS’ interest in the joint venture, the aggregate transaction value is expected to be approximately $3 billion US dollars.

The DLA Piper team representing Qualcomm was led by Jeff Baglio, Mark Lehberg and Jon Olsen (San Diego).  Given the nature of the transaction, the team included DLA Piper lawyers in 10 countries.  In particular, the deal leads were supported by Benjamin Parameswaran and Isaschar Nicolaysen (Hamburg) on German corporate matters,  Kamla Topsey (San Diego) and Burkhard Führmeyer  (Frankfurt) on intellectual property matters, Alison Maxwell (Seattle) and Konrad Rohde (Frankfurt) on tax matters, Gregory Manter (San Diego) on IT implementation matters and Ute Krudewagen and Lily Zheng (Silicon Valley) on employment and employee benefits matters.