The following summary is an industry segmented example of a CFIUS-reviewed transaction. Please refer to the 5/23/11 post for more information on this survey.
Will U.S. national security be affected if the Deutsche Börse AG acquires the New York Stock Exchange? That question was raised but not answered definitively when NYSE Euronext entered into an agreement to be combined with the German company in a merger of equals on February 15, 2011. The press release that announced the transaction stated that completion of the transaction was subject to CFIUS approval “if required.” On announcing the transaction, NYSE Euronext and Deutsche Börse held a joint investor conference call, in which the CEO of NYSE Euronext responded, “We are not yet sure whether we have to do a CFIUS filing. Our expectation is that we will; but you can also rest assured that with the other news that you have all read about in the marketplace, everyone is paying extra attention to the robustness of the technology platforms, etc.” The executive’s statement suggests that the advisability of filing was related to technology and perhaps the security of the NYSE’s trading platforms. The transaction was contested with a bid from NASDAQ OMX Group, Inc. and IntercontinentalExchange, Inc. There were no public announcements about the need for a CFIUS filing if the NASDAQ/ICE bid had prevailed. Also, there is no indication as to whether NYSE Euronext and Deutsche Börse have filed a notice with CFIUS.
On April 21, 2011, Monex Group, Inc, a Japanese corporation, announced that it was acquiring TradeStation Group, Inc. of Plantation, Florida, by a friendly tender offer to be followed by a merger. The transaction is expressly conditioned on the completion of CFIUS review, “if required.” TradeStation offers its proprietary electronic trading platform to traders of equities, options futures and foreign exchange. There is no indication yet as to whether the parties will file a notice with CFIUS.
The following post will address transactions in the medical imaging software and telecommunications industries.