( See Brocade Communications Systems Form 8-K, July 18, 2017, SEC Filing.) “On July 17, 2017, following discussions with the Committee on Foreign Investment in the United States (“CFIUS”), the parties agreed to withdraw and re-file their joint voluntary notice to CFIUS under the Defense Production Act of 1950, as amended, to allow more time for review and discussion with CFIUS in connection with the proposed acquisition. and Broadcom Limited prefiled a draft notice to CFIUS concerning the proposed merger agreement, executed on November 2, 2016, whereby Brocade Communications would become an indirect subsidiary of Broadcom. The parties agreed to refrain from exercising the end date requirement under the agreement until “the earlier of (x) the date that is four business days after the 45th day after CFIUS accepts the parties’ revised joint voluntary notice and (y) November 30, 2017.” ( Id.) “Broadcom and Brocade now anticipate the Merger to be completed by November 30, 2017, subject to clearance from CFIUS.” ( Id.)Īs previously reported, in December 2016 Brocade Communications Systems, Inc.
3, 2017, SEC Filing.) Broadcom reported that, “o allow for the additional review period,” the parties “agreed to refrain from exercising their right to terminate the Merger Agreement for failure to close the proposed Merger by the Novemend date under the Merger Agreement …” ( Id.) The filing also reported that “Broadcom and Brocade have been and will continue to be actively engaged with CFIUS, remain fully committed to the Merger and will continue to work diligently and cooperatively to close the Merger.” ( Id.) CFIUS has agreed to proceed directly to a 45-day investigation period, which will commence on Octoand will conclude no later than November 17, 2017.” ( Broadcom Form 8-K, Oct.
On October 2, 2017, Broadcom reported in a securities filing, in relation to its proposed acquisition of Brocade Communications Systems, Inc., a California network and data storage solutions company, that “following continued discussions with the Committee on Foreign Investment in the United States (“CFIUS”), the parties withdrew and re-filed their joint voluntary notice to CFIUS under the Defense Production Act of 1950, as amended, a second time to provide CFIUS more time to review and discuss the proposed Merger. In a recently filed statement with the SEC, Broadcom stated that “CFIUS reviewed and cleared Broadcom’s acquisition of Brocade,” but “s part of the clearance agreement, Broadcom agreed with CFIUS to redomicile to the U.S.” ( See Broadcom Ltd. 3, 2017, SEC Filing.) Forty-five days from Octowould fall on November 16, 2017. The parties’ notification of the transaction to CFIUS had previously been withdrawn and refiled twice however, CFIUS agreed to allow the second refiling on October 2, 2017, “to proceed directly to a 45-day investigation period, thereby shortening the customary 75-day CFIUS review period.” ( Brocade Communications Systems, Inc., Form 8-K, Oct. ( See Agreement and Plan of Merger, Sections 7.01(c), 8.01(g), in Brocade Communications Systems Form 8-K, Ex-2.1, Nov. 17, 2017.) The transaction was conditioned on clearance from CFIUS. 17, 2017, SEC Filing see also Broadcom Press Release, Broadcom Completes Acquisition of Brocade Communications Systems, Nov. ( See Brocade Communications Systems, Inc., Form 8-K, Nov. completed its previously announced acquisition of the Brocade Communications Systems, Inc. UPDATE: On November 17, 2017, Broadcom Ltd. US$5.9 Billion Industry: Telecommunications Network and Data Solutions Semiconductors (Singapore) Acquired: Brocade Communications Systems, Inc.
By Trade Practitioner on NovemPosted in CFIUS Filing, CFIUS Industry Tag, Clearance, Network and Data Solutions, Semiconductors, Telecommunications Status: Clearance MitigationĪcquirer: Broadcom Ltd.