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Overview - Index
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 Topic
covers select precedent transactions
- Referenced documents are mostly from SEC EDGAR
- Note that CFIUS proceedings are confidential
so that only limited materials are available in the public domain
- For terminated and other notable deals, go here
Select
Pending Filings
Select
Recent Clearances
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Tumbleweed Communications Pending
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Tumbleweed
is an internet security company
- Buyer is Sopra Group, a French company
- §8.1(e) - Reasonable Best Efforts:
"Company and Parent shall cooperate with respect to the preparation and
submission as promptly as practicable following the date of this Agreement, of a
joint filing and any requested supplemental information (collectively, the "oint
Filing") to the Committee on Foreign Investment in the United States (including
any successor or replacement, "CFIUS") under Exon-Florio with regard to the
transactions contemplated by this Agreement. The parties shall promptly provide
each other with all information necessary to complete preparation and submission
of the Joint Filing, to respond to any inquiries from CFIUS or any other
interested Governmental Authority and use commercially reasonable best efforts
to take all steps necessary to secure the approval of CFIUS of the transactions
contemplated hereby as promptly as practicable ("CFIUS Approval"). Without
limiting the foregoing, the requirement of Parent to use its commercially
reasonable best efforts to obtain the CFIUS Approval shall include negotiating
and entering into one or more mitigation agreements with a federal Governmental
Authority, provided that such mitigation agreements would not result in a
Company Material Adverse Effect.
"
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Jazz Technologies Pending
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Jazz
is a semiconductor company
- Provides analog-intensive mixed signal (AIMS)
foundry solutions
- Buyer is Tower Semiconductor, an Israeli company
- §5.1(c) - Conditions:
"Other Governmental Approvals. If during the period of 60 days after the date of this Agreement, both of the following occur: (x) either the Committee on Foreign Investment in the United States (including any of its respective members individually) ("CFIUS") or the President of the United States takes any action, including communicating concerns to the parties hereto about the Merger or initiating a review under Section 721 of the Defense Production Act of 1950 (50 USC App. 2170)("Section 721"), and (y) in response to any such action, Parent makes an appropriate filing providing notice of the transactions that are the subject of this Agreement to CFIUS pursuant to Section 721 (and, in the event Parent elects to make any such filing, the Company and Parent will use commercially reasonable efforts to prepare such filing, including providing the other party with all information reasonably requested by the other party in connection therewith), then either (A) the period of time for any applicable review process by CFIUS pursuant to Section 721, shall have expired, and the President of the United States shall not have taken action to block or prevent the consummation of the transactions contemplated hereby on the basis that they threaten to impair the national security of the United States or (B) the Department of Treasury shall have provided notice to the parties to the effect that action under Section 721 is concluded; ... "
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DRS Technologies Pending 
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Largest
Italian arms maker to acquire US defense contractor for $5.2B
- Deal page at DRS - Finmeccanica
- Proposed transaction is subject to three separate US reviews
- §6.04(b)(i) - Reasonable Best Efforts:
"as soon as practicable, Parent and the Company shall jointly submit to the Committee on Foreign Investment in the United States ("CFIUS") a draft voluntary notice of the Merger pursuant to Exon-Florio and, within approximately five (5) business days thereafter, a final Exon-Florio notice. Parent and the Company shall each, to their fullest ability, provide CFIUS with any additional or supplemental information requested by CFIUS or its member agencies during the Exon-Florio review process. Parent and the Company, in cooperation with each other, shall each take all commercially reasonable steps advisable, necessary or desirable to finally and successfully complete the Exon-Florio review process as promptly as practicable. In addition, as soon as practicable, Parent and the Company shall prepare and submit to the Defense Security Service ("DSS") of the United States Department of Defense ("DoD") and, to the extent applicable, any other agency of the United States Government, notification of the Merger pursuant to the NISPOM and any other applicable national or industrial security regulations, and fully cooperate in requesting from DSS approval to operate the business of the Company pursuant to a proposed FOCI mitigation plan in accordance with the NISPOM. Subject to Section 6.04(b)(ii) herein, Parent and the Company shall enter into a Special Security Agreement ("SSA") with DoD in accordance with the NISPOM and, where necessary to perform contracts requiring access to Navy Nuclear Propulsion Information or proscribed classified information as defined in the NISPOM, a Proxy Agreement in accordance with the NISPOM. With the exception of an SSA covering the Company or a Proxy Agreement that does not result in a Proxy Threshold Event, neither Parent nor the Company shall be required to agree to any other structural or conduct remedy pursuant to this paragraph which would have a material adverse effect on the business of Parent and/or the Company Subsidiaries taken as a whole after giving effect to the Merger;"
- §6.04(c) - Notification:
"Each of the Company, on the one hand, and Parent and Sub, on the other hand,
shall, with regard to the review and/or defense of the transactions contemplated
hereby, (i) promptly inform and provide the other a copy of any material
communication received by such party from the Federal Trade Commission, the
Antitrust Division of the Department of Justice, other Competition Authorities,
CFIUS or any other Governmental Entity or private litigant; and (ii) permit the
other party reasonable time and notice to (x) review and comment in advance on
any material communication to be made or delivered to any such Governmental
Entity or private litigant, including any proposed understanding, undertakings,
or agreements, (y) consult with the other party in advance of any meeting or
conference with any such Governmental Entity or private litigant, and (z) attend
and participate in such meetings and conferences (to the extent permitted by
such Governmental Entity or private litigant)."
- §7.01(b) - Governmental Approvals:
"(i) Any waiting period (and any extensions thereof) applicable to the Merger
under the HSR Act and any agreement with any Competition Authority not to
consummate the transaction shall have expired or terminated, (ii) any other
required consents, authorizations or approvals of other Competition Authorities
shall have been obtained, (iii) the period of time for any applicable review
process by CFIUS under Exon-Florio shall have expired, and the President of the
United States shall not have taken action to block or prevent the consummation
of the Merger or the other transactions contemplated hereby on the basis that
they threaten to impair the national security of the United States, and (iv) DSS
shall have approved a plan to operate the business pursuant to a FOCI mitigation
agreement that is consistent with the criteria in Section 6.04(b)(i); and, to
the extent applicable, DoD shall have provided assurances that, in accordance
with the NISPOM or any other applicable national or industrial security
regulations, the Company and the Company Subsidiaries will be granted
authorization for continued access to proscribed or other classified or
unclassified controlled information following the Effective Time as may be
necessary for the Company and the Company Subsidiaries to continue to perform
substantially all of the U.S. Government prime contracts or subcontracts of the
Company or the Company Subsidiaries."
Required
approvals
- CFIUS - Exon-Florio
- Defense Department's Defense Security Service
- State Department's Directorate of Defense Trade
Controls
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ChoicePoint Pending
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CPS
provides risk mitigation products
- Buyer is Reed Elsevier, an Anglo-Dutch publisher
and information provider
- "Reed Elsevier and the Company submitted a Notice of the proposed transaction to the Committee on Foreign Investment in the United States ("CFIUS") pursuant to the Exon-Florio provisions of the Defense Production Act of 1950, as amended. On May 2, 2008, the Department of the Treasury, which is reviewing the parties Notice on behalf of CFIUS, notified the parties that it would not be able to complete its review of their CFIUS filing by May 5, 2008, which is the expiration date of the Department of Treasurys 30-day review period. The parties withdrew their Notice on May 5, 2008, and intend to refile in the near future, which will commence another 30-day review period."
- No express reference to Exon-Florio
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Black Hills Corporation
Pending
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Utility
to sell gas-fired plants for $840mm
- Buyers are Hastings Funds Management Ltd
(Hastings) and IIF BH Investment LLC, a subsidiary of an investment entity
advised by JPMorgan Asset Management (IIF)
- Hastings is an Australian-based investment
management group specializing in the ownership, operation and development of
infrastructure assets in Australia, Europe and the U.S.
- §6.2(e):
Upon the other Partys prior written approval (which will not be unreasonably withheld or delayed), either Party may provide Proprietary Information of the other Party to the SEC, FERC, CFIUS or any other Governmental Authority with jurisdiction or any stock exchange, as may be necessary to obtain Sellers Required Regulatory Approvals, or Buyers Required Regulatory Approvals, respectively, or to comply generally with any relevant law or regulation. The disclosing Party will use Commercially Reasonable Efforts to obtain confidential treatment for the Proprietary Information provided to any Governmental Authority and the disclosing Party will notify the other Party as far in advance as is practicable of its intention to release to any Governmental Authority any Proprietary Information.
- §6.6(c) - Consents and Approvals:
As promptly as practicable, after the date of this Agreement, Seller and Buyer shall file or supply or cause to be filed or supplied, all necessary pre-filings and filings pursuant to Exon-Florio, and the Parties shall (i) jointly prepare and file a joint voluntary notice with CFIUS under Exon-Florio with respect to the transaction contemplated by this Agreement, (ii) provide CFIUS with any additional or supplemental information requested by CFIUS or its member agencies during the Exon-Florio review process and (iii) take all Commercially Reasonable Efforts advisable, necessary or desirable to finally and successfully complete the Exon-Florio review process as promptly as practicable.
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Transcanada Corp Pending
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Acquisition
of an energy generating facility
- Contemplates possible need for CFIUS review
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Iomega Pending
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Transaction
with Chinese company
- Iomega is a digital storage company
- 9.3 - Indemnification by Buyer:
(a) From and after the Closing Date (but subject to Section 9.1(a)), Buyer shall
hold harmless and shall indemnify the Selling Shareholder Indemnitees from and
against, and shall compensate, reimburse and pay for, any Damages which are
directly or indirectly suffered or incurred by any Selling Shareholder
Indemnitee or to which any Selling Shareholder Indemnitee may otherwise become
subject (regardless of whether or not such Damages relate to any third party
claim) and which arise from or as a result of, or are directly or indirectly
connected with:
***
(iv) any failure to obtain (A) any required approval under the HSR Act or any
other U.S. federal antitrust law or (B) in the event the Parties elect to file a
voluntary notice of the transactions contemplated by this Agreement with the
Committee of Foreign Investment in the United States (CFIUS) pursuant to the
Exon-Florio Amendment of the Defense Production Act of 1950 (the Exon-Florio
Law), (i) written notification from CFIUS that it has determined not to conduct
a further investigation of the transactions contemplated by this Agreement or
(ii) if a full investigation is deemed to be required by CFIUS, written
notification from CFIUS that no U.S. Governmental Body will take any action to
prevent the transactions contemplated by this Agreement from being consummated;
or
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Puget Energy Pending
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Acquisition
of utility by investor consortium
- "The parties to the transaction intend to
make a joint voluntary notification of the transaction to CFIUS in the first
quarter of 2008."
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Sparta Inc Pending
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Acquisition
of defense contractor for $416mm
- Buyer is Cobham plc, a UK defense contractor
- SPARTA provides technical products and services
to the US defense, intelligence, and homeland security sectors
- §6.03(c):
(c) As soon as practical after the date of this Agreement:
(i) the parties shall prepare, prefile, then no earlier than 5 business days
thereafter, file with the Committee on Foreign Investment in the United States
(CFIUS) a joint voluntary notice under Exon-Florio, with respect to the
transaction contemplated by this Agreement. The Parties shall provide CFIUS with
any additional or supplemental information requested by CFIUS or its member
agencies during the Exon-Florio review process. The Parties, in cooperation with
each other, shall take all commercially reasonable steps advisable, necessary or
desirable to finally and successfully complete the Exon-Florio review process as
promptly as practicable; ...
- §7.01(b):
(b) Governmental Approvals. (i) ... (ii) written confirmation by CFIUS of
the successful completion of the review process under Exon-Florio with respect
to the Merger, ... Notwithstanding anything to the contrary contained
herein, Parent shall not be required to agree to sell, divest, or dispose of any
one or more of the Companys businesses, product lines or assets.
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GMH Communities Trust Cleared
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Acquisition
of REIT involved a divesting sale of its military housing division
- §3.03(c) - Representation:
"No consent, approval, order or authorization of, or registration,
declaration or filing with, notice to or permit from, any Governmental
Authority, is required to be obtained by the Company or the Operating
Partnership or by or on behalf of the Transferred Companies, their Subsidiaries
or the Project Entities in connection with (x) the execution and delivery of
this Agreement or any Ancillary Agreement by the Company or the Operating
Partnership or the consummation by the Company or the Operating Partnership of
the transactions contemplated hereby and thereby, or (y) the ownership by Buyer
of the Transferred Companies, their Subsidiaries and the Project Entities and
the Military Housing Business following the Closing, except for: (A) such
filings and approvals as may be required by any applicable state securities or
blue sky Laws; (B) such filings as may be required in connection with state or
local Transfer Taxes; (C) such clearances from CFIUS as may be required or
advisable pursuant to Exon-Florio; (D) the filing of a notification and report
form by the Company under the HSR Act; (E) any such other consent, approval,
order, authorization, registration, declaration, filing, notice or permit the
failure to obtain or make would not be reasonably likely to materially adversely
affect the ability of the Transferred Companies, their Subsidiaries and the
Project Entities to conduct their business as currently conducted; and (F) such
consents set forth on Section 3.03(c) of the Company Disclosure Schedule."
- §5.02(a) - Covenant:
"Upon the terms and subject to the conditions of this Agreement, each of
the parties hereto shall (i) make as soon as practicable after the date of this
Agreement its respective filings, and thereafter make any other required
submissions, under the HSR Act with respect to the transactions contemplated by
this Agreement, if required, (ii) file a Joint Voluntary Notice with CFIUS as
soon as practicable after the date of this Agreement and to supply as promptly
as practicable any additional information and documentary material that may be
requested pursuant to Exon-Florio, and (iii) use its commercially reasonable
efforts to take, or cause to be taken, all appropriate action, and to do, or
cause to be done, all things necessary, proper or advisable under applicable
Laws to consummate and make effective the transactions contemplated by this
Agreement, including using its commercially reasonable efforts to obtain all
Permits, consents, approvals, authorizations, qualifications and orders of
Governmental Authorities, including all approvals and authorizations from the
United States Department of Defense, and parties to contracts with the
Transferred Companies, their Subsidiaries and Project Entities as are necessary
for the consummation of the transactions contemplated by this Agreement in order
to fulfill the conditions set forth in Article 6. In the event that the Company
shall fail to obtain any third party consent described above, the Company and
the Operating Partnership shall use their commercially reasonable efforts, and
shall take such actions as are reasonably requested by Buyer, to minimize any
adverse effect upon the Transferred Companies, their Subsidiaries and Project
Entities and Buyer and their respective businesses resulting, or which could
reasonably be expected to result, after the Closing Date, from the failure to
obtain such consent."
- §6.01(c) - Closing condition:
"The parties shall have received any of the following: (i) written notice
from CFIUS that the transactions contemplated under this Agreement are not
subject to Exon-Florio; (ii) written confirmation from CFIUS that it will not
undertake an investigation of the transactions contemplated under this Agreement
pursuant to Exon-Florio; or (iii) a written determination from the President of
the United States that he will not exercise his authority pursuant to Exon-Florio
with regard to the transactions contemplated under this Agreement."
- "On April 10, 2008, GMH received a letter
that CFIUS had reviewed the submissions provided to it regarding the military
housing sale and determined that there were no unresolved national security
concerns and that action under the Exon-Florio amendments to the Defense
Protection Act of 1950 was concluded."
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MTC Technologies Cleared
SEC_CODE_REF_0090001192884
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Acquisition
of defense contractor for $450mm
- Buyer is BAE Systems, a UK company
- MTC provides aircraft modernization and
sustainment, professional services, C4ISR, and logistics solutions to the
Department of Defense and national security agencies
- §6.3(f)(i):
The Company and Parent shall cooperate with respect to the prompt
preparation and submission of a joint filing and any requested supplemental
information (collectively, the Joint Filing) to the Committee on Foreign
Investment in the United States (including any successor or replacement, CFIUS)
under Exon-Florio with regard to the Transactions, (ii) Parent shall take
primary responsibility for preparation and submission of the Joint Filing and
(iii) the Company shall promptly provide to Parent all necessary information and
otherwise promptly assist Parent in order for Parent to complete preparation and
submission of the Joint Filing, to respond to any inquiries from CFIUS or any
other interested Governmental Entity and use reasonable best efforts to secure
the approval of CFIUS of the transactions contemplated hereby.
Deal
cleared
- The United States Department of the Treasury has notified MTC and BAE Systems that the Committee on Foreign Investment in the United States (CFIUS) completed its review of the proposed merger (the Merger) of Merger Sub with and into MTC pursuant to the Merger Agreement. CFIUS determined that there were no issues of national security to warrant an investigation under the Exon-Florio Amendment. Therefore, CFIUS concluded action under the Exon-Florio Amendment with respect to the Merger.
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Quanex Cleared
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Acquisition
of vehicular products business
- Buyer is Gerdau S.A., a Brazilian steel company
- 3(d) - Representation:
(i)Other than the filings and/or notices ... (D)under the Exon Florio Amendment to the U.S. Defense Production Act, 50 U.S.C. App. 2170, as amended, and ...
- "A party or parties to a transaction may,
but are not required to, submit to the Committee on Foreign Investment in the
United States, which we refer to as CFIUS, in accordance with the regulations
implementing Section 721 of the Defense Production Act of 1950, as amended, a
voluntary notice of the transaction. Section 721 empowers the President of the
United States to prohibit or suspend an acquisition of, or investment in, a U.S.
company by a foreign person if the President of the United States, after
investigation, finds credible evidence that the foreign person might take action
that threatens to impair the national security of the United States and that
other provisions of existing law, other than the International Emergency
Economic Powers Act, do not provide adequate and appropriate authority to
protect the national security. CFIUS has the authority to receive notices of
proposed transactions, determine when an investigation is warranted, conduct
investigations and submit recommendations to the President of the United States
to suspend or prohibit the completion of transactions or to require divestitures
of completed transactions.
On January 15, 2008, the parties submitted a notice of the transaction to CFIUS.
On February 15, 2008, the parties received a letter stating that CFIUS has
determined not to conduct an investigation and that CFIUS has concluded its
review of the transaction. "
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E-Z-EM Cleared
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Acquisition
of manufacturer of contrast agents for gastrointestinal radiology
- Buyer is Bracco S.p.A, an
Italian healthcare company
- §7.03(c)(iii):
Exon-Florio Provision. As promptly as practicable after the date
hereof, the Company and Parent shall submit a joint filing and any requested
supplemental information (collectively, the Joint Filing) to CFIUS pursuant to
31 C.F.R. Part 800 with regard to the Merger and the other transactions
contemplated by this Agreement. Each of Parent and the Company shall (A) furnish
to the other party such necessary information and assistance as the other
reasonably may request in connection with its preparation of any filing with,
submission or response to inquiries from, or negotiations with, CFIUS in
connection with the Joint Filing, (B) keep the other party apprised promptly of
the status of all inquiries and requests (if any) for additional information
from CFIUS in connection with the Joint Filing, (C) respond as promptly as
practicable to all inquiries and requests received from CFIUS for additional
information or documentation in connection with the Joint Filing, and (D)
participate in interviews or meetings reasonably requested by CFIUS in
connection with the Joint Filing; and ...
- Closing condition - §8.01(c):
Exon-Florio Provision. The period of time for any applicable review
process by CFIUS under the Exon-Florio Provision (including, if applicable, any
investigation commenced thereunder) shall have expired or been terminated, CFIUS
shall have provided a written notice to the effect that review of the
transactions contemplated by this Agreement has been concluded and that a
determination has been made that there are no issues of national security
sufficient to warrant investigation under the Exon-Florio Provision, or the
President of the United States shall have made a decision not to block the
transaction.
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Metal Management Cleared
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Acquisition
of metal recycling company
- "Sims and Metal Management filed a
voluntary notice of the merger with CFIUS under the Exon-Florio Provisions on
November 30, 2007. On December 13, 2007, CFIUS notified the parties that it has
cleared the merger. "
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Navteq Cleared
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Acquisition
of digital map information company
- "In addition, completion of the merger is
subject to the notification by Committee on Foreign Investment in the United
States, or CFIUS, to Parent and us in writing that action under the Exon-Florio
Provision is concluded or an investigation by CFIUS is otherwise terminated with
respect to the merger. "
- "NAVTEQ announced today that the pending merger with Nokia was cleared on December 6, 2007 by the Committee on Foreign Investments in the United States ("CFIUS") under the provisions of the Exon-Florio Amendment to the Defense Production Act of 1950."
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Ventana Medical Systems Cleared
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$3.0B
unsolicited offer by Roche Holding
- "Section 15 of the Offer to Purchase is
hereby amended by deleting the third paragraph under the heading Exon-Florio
in its entirety and replacing it with the following three sentences:
'On July 12, 2007, Roche Holdings, Inc., an indirect wholly owned subsidiary of
Parent and an indirect parent company of the Purchaser, filed a voluntary formal
notification with respect to the Offer with CFIUS. On August 30, 2007, Parent
and the Purchaser were informed that CFIUS had completed its national security
review and determined that no action with respect to the Offer was necessary.
Accordingly, the condition to the Offer relating to Exon-Florio has been
satisfied.'"
- "Section 15 of the Offer to Purchase is
hereby amended by deleting the third paragraph under the heading Exon-Florio
in its entirety and replacing it with the following three sentences:
'On July 12, 2007, Roche Holdings, Inc., an indirect wholly owned subsidiary of
Parent and an indirect parent company of the Purchaser, filed a voluntary formal
notification with respect to the Offer with CFIUS. On August 30, 2007, Parent
and the Purchaser were informed that CFIUS had completed its national security
review and determined that no action with respect to the Offer was necessary.
Accordingly, the condition to the Offer relating to Exon-Florio has been
satisfied.'"
- "Prior to the closing, Spreadtrum and
Quorum were issued an export license by the Bureau of Industry and Security (BIS)
and the transaction was reviewed by the Committee on Foreign Investment in the
United States (CFIUS)."
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Quorum Systems Cleared
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Acquisition
of San Diego-based fabless semiconductor company that specializes in the design
of highly integrated CMOS radio frequency (RF) transceivers
- Buyer is Spreadtrum Communications, Inc.
(NASDAQ: SPRD), one of Chinas leading wireless baseband chipset providers
-
Deal announced
11.18.07
- "The transaction, which is subject to review by the Committee on Foreign Investment in the United States and customary closing conditions, is expected to close by December 31, 2007."
- "Prior to the closing, Spreadtrum and
Quorum were issued an export license by the Bureau of Industry and Security (BIS)
and the transaction was reviewed by the Committee on Foreign Investment in the
United States (CFIUS). "
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Nasdaq Stock Market Cleared
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Investment
by Borse Dubai in NASDAQ
- Financing for NASDAQ's acquisition of
Stockholm-based OMX AB
- 3.03 - Representation: Governmental
Authorization. As of the date of this Agreement, except as set forth on Schedule
3.03, as of the date hereof, the execution, delivery and performance by Nasdaq
of this Agreement and each of the Ancillary Agreements to which Nasdaq will be a
Party and the consummation of the transactions contemplated hereby and thereby
requires no action by the Parties in respect of, or filing with, any Authority
other than ... (b) informing CFIUS of the transactions contemplated by
this Agreement and the Ancillary Agreements and making all filings and
submissions required to be made or effected by it pursuant to Exon-Florio and
...
- §5.07 - Covenant:
b) Each Party shall: (i) inform CFIUS of the transactions contemplated by this
Agreement and the Ancillary Agreements and the Parties shall make all filings
and submissions required to be made or effected by it pursuant to Exon-Florio,
(ii) provide any information requested by CFIUS or any other agency or branch of
the United States government in connection with their review of the transactions
contemplated by this Agreement and the Ancillary Agreements and (iii) use its
reasonable best efforts promptly to take, and cause its Affiliates to take, all
actions and steps necessary to obtain (A) a finding by CFIUS of no jurisdiction
or (B) clearance or approval required to be obtained from CFIUS in connection
with the transactions contemplated by this Agreement and the Ancillary
Agreements (such absence of a request for a filing, finding of no jurisdiction,
clearance or approval, the CFIUS Approval).
- Committee on Foreign Investment in the
United States
The Exon-Florio Amendment to the Defense Production Act of 1950, which we refer
to as the Exon-Florio Amendment, empowers the President of the United States to
prohibit or suspend an acquisition of, or investment in, a U.S. company by a
foreign person if the President, after investigation, finds credible evidence
that the foreign person might take action that threatens to impair the national
security of the United States and that other provisions of existing law do not
provide adequate and appropriate authority to protect the national security. By
a 1988 executive order, the President delegated to the Committee on Foreign
Investment in the United States, which we refer to as CFIUS, the authority to
receive notices of proposed transactions, determine when an investigation is
warranted, conduct investigations and submit recommendations to the President to
suspend or prohibit the completion of transactions or to require divestitures of
completed transactions. The Foreign Investment and National Security Act of 2007
increased the scrutiny of national security reviews for acquisitions by
foreign-government-controlled entities of companies providing critical U.S.
infrastructure.
A party or parties to a transaction may, but are not required to, submit to
CFIUS a voluntary notice of the transaction. CFIUS has 30 calendar days from the
date of submission to decide whether to initiate a formal investigation. If
CFIUS declines to investigate, it sends a no action letter, and the review
process is complete. If CFIUS decides to investigate, it has up to 45 calendar
days and may prepare a recommendation to the President of the United States, who
must then decide within 15 calendar days whether to block the transaction,
whether to permit the transaction subject to specified restrictions or, in the
case of completed transactions, whether and how any actual or threatened
impairment of national security can be addressed.
Nasdaq stated on September 20, 2007 that it voluntarily intended to submit
a notice of the Transactions to CFIUS in accordance with the regulations
implementing the Exon-Florio Amendment, and the parties have since filed with
CFIUS. Nasdaq and Borse Dubai are working with the U.S. government to ensure
that U.S. national security interests are protected. Although Nasdaq and Borse
Dubai do not believe an investigation of, or recommendation to block or impose
restrictions on, the Transactions by CFIUS is warranted under the standards of
the Exon-Florio Amendment, CFIUS and the President of the United States have
considerable discretion to conduct investigations and block and impose
restrictions on transactions under the Exon-Florio Amendment.
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Intelsat Ltd Cleared
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Acquisition
of satellite company by private equity consortium - Serafina Holdings
- Serafina Holdings is an entity newly formed by
funds controlled by BC Partners Holdings Limited and certain other investors
- "The sale is subject to, among other
things, federal and state regulatory approvals, including ... a filing with the
Committee on Foreign Investment in the United States under Section 721 of the
Defense Production Act of 1950, as amended (the Exon-Florio Provision) and
receipt of written notice that no action will be taken pursuant to the Exon-Florio
Provision."
- Covenant - Section 5.5(a) at page 38:
The parties shall cooperate with one another and use their commercially reasonable efforts to make any applicable regulatory or antitrust or competition law filings as soon as possible, including, without limitation, ... (iv) a submission of a joint notification to the Committee on Foreign Investment in the United States ("CFIUS") pursuant to Section 721 of the Defense Production Act of 1950, as amended (the "Exon-Florio Amendment"), ...
- Closing condition - Section 6.1(b) at page 46:
Governmental Consents. ... (iii) any review or investigation under the Exon-Florio Amendment shall have been terminated, and CFIUS or the President of the United States shall have determined to take no action authorized thereunder ...
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Related Topics
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