Posts in Deals and M&A
Government Dramatically Expands Oversight of Foreign Investment in U.S. Business

The Committee on Foreign Investment in the United States (“CFIUS”) is a multi-agency committee comprised of members from executive agencies related to the economy, national security, and foreign intelligence. The agency was created during Gerald Ford’s presidency and its mandate is to review any transaction (called “covered transactions”) that might have an impact on U.S. national security (Keeler, Mayer Brown).A covered transaction is a merger, acquisition, or takeover in which a foreign national, entity, or government acquires an interest in a U.S. business that has an impact on U.S. national security (Jaramillo, Foley Hoag).This system of review was designed to be voluntary. Even so, CFIUS maintains the ability to block transactions when no notice of filing is submitted through the CFIUS system.

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Increasing GDPR Concerns Cause M&A Transactions to Stall or Collapse Entirely

On May 25, 2018, the European Union (EU) began the enforcement of the General Data Protection Regulation (GDPR) with the aim of protecting all citizens residing within the EU from privacy and data breaches. (GDPR Key Changes, GDPR.org). Approximately 40% of acquiring companies that engage in merger and acquisition transactions discover cybersecurity issues in their newly-acquired entities, and companies are starting to become wearier of acquisition transactions due to the expensive repercussions of non-compliance with GDPR rules. (Harroch, Forbes). Approximately $1.3 trillion of deals have failed with 900 transactions being terminated or withdrawn due to GDPR concerns, despite 2018 being a notable year overall for mergers and acquisitions. (Thomson, Bloomberg Law).

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E-commerce giant Alibaba Group Holding acquires German data analysis start-up, Artisans

Alibaba Group Holding (“Alibaba”), a Chinese multinational corporation, which provides internet infrastructure, e-commerce, online financial, and internet content services, has acquired German start-up data analysis company, Data Artisans (“Artisans”) [1]. (Reuters, Bloomberg). Alibaba has been called the Chinese “Amazon” and is currently the world's fifth-largest internet company by revenue. (Yahoo Finance). Artisans, which was founded in 2014 by Kostas Tzoumas and Stephan Ewen, is attributed with creating Apache Flink, an open source stream processing framework for high-performance, scalable, and accurate real-time applications. (Ververica). The Apache Flink application essentially analyzes large quantities of data as it comes in, rather than once it is saved, providing for a more efficient stream processing method. (Stephan Scheuer, Handelsblatt).

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With $34-Billion Purchase of Red Hat, Grounded Tech Giant IBM Looks Towards a Future in the Cloud

International Business Machines Corporation (“IBM”) announced on October 28th of 2018 its plans to acquire American software company Red Hat, Inc. (“Red Hat”) for $34 billion. (Liana B. Baker and Greg Roumeliotis, Reuters). The deal, which is the software industry’s largest-ever acquisition, is expected to close in the latter half of 2019. Id. IBM is set to pay $190 per Red Hat share — a 63% premium on Red Hat’s closing share price on October 26, 2018. Id. IBM intends to maintain Red Hat’s headquarters, facilities, brands, and practices, as well as retain Red Hat’s management team and Chief Executive Officer Jim Whitehurst after the deal has closed. Id. This post provides an overview of the two companies, the deal, and its anticipated effects.

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Best Buy's Acquisition of Health Tech Startup Jitterbug May Trigger HSR Concerns

On August 15, 2018, Best Buy Co., Inc. (Best Buy) announced that it signed a definitive agreement to acquire GreatCall Inc. (“GreatCall”) for $800 million as part of its growing business selling health and wellness products specifically focused on the aging population. (Investor Relations, Best Buy). GreatCall is the maker of the senior focused Jitterbug cell phones along with other devices designed to allow elderly consumers to connect with caregivers and to facilitate communication with emergency services. (Barba, Wall Street Journal). The acquisition is projected to be neutral to Best Buy’s adjusted earnings in 2019 and 2020 as well as to increase its adjusted earnings by 2021. (Investor Relations, Best Buy). The acquisition is part of Best Buy’s 2020 strategy to use technology to address key human needs among the aging U.S. population. (Barba, Wall Street Journal). GreatCall headquarters will remain in San Diego and David Inns will remain as the company’s CEO. (Press Release, Market Watch).

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Instagram’s Founders Depart from Facebook, Inc.

On July 16, 2010, the CEO and co-founder of Instagram, Kevin Systrom, posted the very first photo to the social media platform, which depicted a golden retriever next to a taco stand. (Olivia Waxman, The New York Times). Within 18 months, Facebook, Inc. purchased Instagram, and nearly 8 years after Instagram’s inception, the co-founders of Instagram, Kevin Systrom and Mike Krieger, announced their resignation from Facebook, Inc. in a New York Times article. (Mike Isaac, The New York Times).

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