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Overview
3Com
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$2.2B
buyout terminated over Exon-Florio
Developments
- Makes cases for CFIUS clearance
- As discussions among the parties continue
- "to preserve [3com's] rights under the merger agreement, including its right to pursue a break-up fee under certain circumstances."
- Bain terminates deal; 3Com objects; Seeks
break-up fee
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Alcatel Lucent
SEC_CODE_REF_0090001192884
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Cross-border
merger of telecom suppliers
- Alcatel was a French company
- Parties submitted a voluntary notice in August
2006
- Clearance was conditioned on execution of a National Security Agreement
and Specialty Security Agreement with US government agencies
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Form 20-F summary
4.08.08
- Specialty security agreement
- Proposed by Alcatel - Lucent at the outset
- Alcatel - Lucent established a separate
subsidiary to perform R&D work for the U.S. government, and hold government
contracts and certain sensitive assets associated with Bell Labs
- Subsidiary to have at least three independent
directors who are US resident citizens who have or are eligible to possess
personnel security clearances from the Department of Defense.
- Initial directors included former Defense
Secretary William Perry, former CIA Director R. James Woolsey and former
National Security Agency Director and Defense Intelligence Agency Director Lt.
Gen. Kenneth A.
Minihan, USAF (Ret.)
- Agreement had provisions with respect to the
separation of certain employees, operations and facilities, as well as
restrictions on control by the parent company and on the flow of certain
information
- National security agreement
- Addresses work done by Bell Labs and US
communications infrastructure
- CFIUS may reopen review of the merger
transaction and revise any recommendations submitted to the President in the
event that Alcatel-Lucent parties materially fail to comply with any of its
terms, and the failure to comply threatens to impair the national security of
the United States
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Dubai Ports
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Sale
of P&O encountered US political opposition
- Owned container ports in several US cities
- P&O was to be sold to DP World (Dubai Ports),
state-owned by United Arab Emirates
- Over concerns with management of several major US
ports shifting to a UAE-owned company
- Deal was cleared by CFIUS on 1.17.06
- DP World first approached US on 10.17.05,
before final agreement was reached
- DP World made formal filing on 12.16.05,
after initial US investigation
- Filing triggered mandatory 30-day review period
- Official press release
2.24.06
- Treasury Department webpage
- Political opposition led to adoption of FINSA
- In the immediate aftermath, CFIUS tightened its
own procedures, and called for more 45-day investigations and
mitigation agreements
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Related Topics
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