Companies Disclose CFIUS Notifications

Several companies recently disclosed their filings with the Committee on Foreign Investment in the U.S. or updated the status of their ongoing CFIUS reviews.

U.S. software company Zendesk and its proposed acquirers filed a draft joint voluntary notice with CFIUS in the U.S. on its planned transaction, Zendesk said in an SEC filing this month. Zendesk, which will be acquired by an investor group that includes a subsidiary of the Abu Dhabi Investment Authority, said the deal won’t be completed until all parties have received written approval from CFIUS and there are “no unresolved national security concerns.”

U.S. FiscalNote Holdings, a regulatory and legal data company, and Duddell Street Acquisition, a special purpose acquisition company, received clearance from CFIUS for their proposed transaction, Squire Patton said in an August alert. The companies had determined they weren’t subject to a mandatory CFIUS filing but determined that CIFUS had “jurisdiction over the Business Combination as a ‘covered investment'’’ because FiscalNote is likely a TID business -- businesses that are involved in critical technologies, infrastructure or that maintain sensitive data on U.S. citizens (see 1910180026). The parties submitted a voluntary filing and were eventually approved.

Dating app Grindr and Tiga Investments, a Singapore-based special purpose acquisition company, are awaiting clearance from CFIUS before moving forward, Tiga said in an August SEC filing. CFIUS in 2019 informed Chinese gaming company Beijing Kunlun Tech that its ownership of Grindr constituted a national security risk due to concerns involving the personal data of U.S. citizens.

Canadian Pacific Railway, a transcontinental railway, said it received CFIUS approval to combine with Kansas City Southern, a railroad transportation company. The companies first announced the completion of their business combination in December.

U.S. defense contractor Leonardo DRS and Israel-based RADA Electronic Industries submitted a draft joint voluntary notice to CFIUS this month, Leonardo said in an SEC filing. The contractor said the two companies’ transaction can’t be completed until they receive CFIUS approval. Leonardo said the companies also submitted a notice to the U.K.’s investment screening regime in July.

U.S. biotechnology company F-Star Therapeutics and British biopharmaceutical company invoX recently submitted a voluntary notification to both CFIUS and the U.K.’s Investment Security Unit, according to an SEC filing. The parties believe the U.S. and the U.K. will not object to the transaction, but also said “there can be no assurance that the Offer and the Merger will not be challenged” by either authority.