Companies Disclose Updates to CFIUS Filings, Processes
Several U.S. and foreign companies in June and July provided updates to their transactions that require foreign investment reviews and approvals. The deals include a signed national security agreement (NSA) with the Committee on Foreign Investment in the U.S., plans to file joint CFIUS declarations and a stalled purchase involving a South Korean semiconductor company.
A U.S. commercial space company recently signed an NSA with CFIUS, detailing requirements and conditions it must meet to comply with CFIUS approval of its transaction. The company, Momentus, had voluntarily notified CFIUS of the proposed business combination with Stable Road Acquisition and had drafted a NSA several months ago (see 2105180014) before agreeing to final terms in June, Momentous said in a June 30 Securities and Exchange Commission filing. The company didn’t disclose the terms of the NSA but said it signed the agreement with CFIUS representatives from the Treasury and State Department.
The Canadian National Railway Co. said it plans to file a declaration with CFIUS about its planned acquisition of transportation company Kansas City Southern, its July 2 SEC filing said. CNRC said the “transactions contemplated by the merger agreement” are subject to CFIUS review and said it can’t assume control of KCS’ railroad operations until it receives CFIUS approval. The company said it’s unsure about the results of the potential review but said CFIUS may request that the two businesses “take actions to mitigate any national security concerns it has identified.”
CITIC Capital Acquisition and U.S. technology company Quanergy Systems plan to file a joint declaration to CFIUS regarding their upcoming combination, a June 22 SEC filing said. The two companies said they will “use reasonable best efforts to take all action necessary to obtain the CFIUS Clearance.” The two companies agreed to each pay half of the CFIUS filing fees.
DiaSorin, an Italian research and medical diagnostics company, and Luminex, a U.S. biological testing technology manufacturer, recently submitted a declaration to CFIUS about their planned transaction, according to a July 1 SEC filing. Luminex said the CFIUS decision is “the only outstanding regulatory approval required” before the deal can be completed. The company said it expects CFIUS approval in the third quarter of 2021.
China last month approved a proposed deal between Beijing-based Wise Road Capital and South Korea-based Magnachip Semiconductor, but the two companies are still waiting for approval from CFIUS and South Korea’s Ministry of Trade, Industry and Energy, Magnachip said in a July 1 SEC filing. The companies said the transaction can go forward only “without the imposition of a burdensome condition” by either CFIUS or South Korea. Magnachip previously said it expects the deal's timeline to be delayed (see 2106150039).