Device makers could be embolden to cease royalty payments given Tan's recent comments to Bloomberg that referred to Qualcomm as a patent troll and asserted that its patent licensing business model is not sustainable.
"The differences in our business models expose the company to significant customer and licensee risk between signing and closing an agreement," wrote Jacobs. "It is indisputable that there are significant regulatory hurdles in your proposed transaction. It is also indisputable that if Qualcomm entered into a merger agreement and, after an extended regulatory review period, the transaction didn't close, Qualcomm would be enormously and irreparably damaged."
Tan has proposed a "ticking fee" that would pay Qualcomm 6 percent annual interest on the $60 cash portion of the deal should it take more than a year to close.
He also served up an $8 billion break-up fee should regulators block the deal.
Daniel Ives, head of technology research at GBH Insights, estimated that the break-up fee would be $10 billion. If the two sides begin talking, they could pave the way for a deal, he said.
"Even though Broadcom says ($82 per share) is the best and final offer, we think there is wiggle room there," said Ives. "That was the whole goal, to get them to the table. The next step now for Broadcom is to put more pressure on the board and management team, along with potential activist shareholders, to consider a revised bid of more cash, less stock and a lower break-up fee."
Qualcomm rejected Broadcom's $82 per share offer after markets closed on Thursday. Its shares ended trading down 4 percent at $62.42 on the Nasdaq but rose slightly in after-hours trading.
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