CFIUS: Notable Deals

Covers transactions with notable CFIUS developments

Other notable transactions

$2.2B buyout terminated over Exon-Florio

Developments

"to preserve [3com's] rights under the merger agreement, including its right to pursue a break-up fee under certain circumstances."

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
Form 20-F summary 4.08.08

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

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

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

In the immediate aftermath, CFIUS tightened its own procedures, and called for more 45-day investigations and
mitigation agreements

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