Alpharetta’s ChoicePoint Inc. announced in February that it had agreed to be acquired by Dutch-British information provider Reed Elsevier Group PLC for $3.4 billion. But six months later, the deal still hasn’t received clearance from federal regulators.
The reason: the Committee on Foreign Investment in the United States
(CFIUS) keeps asking for more time to complete its review of the deal.
As outlined in the Exon-Florio provision of the Defense Production Act of 1950, CFIUS reviews the terms of certain transactions in which U.S. companies are taken over by foreign companies. CFIUS scrutinizes deals for possible threats to national security.
Both ChoicePoint and Reed Elsevier’s businesses have a connection to national security. The companies perform background checks on personnel and data searches for U.S. government agencies.
CFIUS has the power to quash deals. Bain Capital Partners and Huawei Technologies this year called off their planned purchase of 3Com because of CFIUS concerns. Check Point Software Technologies of Israel called off its acquisition of Sourcefire for the same reason.
CFIUS is chaired by the U.S. Treasury Secretary, currently Henry Paulson. The panel also includes representatives from the departments of Defense, State, Commerce and Homeland Security. In the release last week of its second-quarter financial results, ChoicePoint disclosed that, after meeting with Treasury officials, it was compelled to file with CFIUS a notice on the proposed deal for a second time. CFIUS now expects to complete its review of the ChoicePoint-Reed Elsevier combination by the middle of September, according to a ChoicePoint news release.
The delay has some investors worried.
The M & A Researcher said on Tuesday that the delay prompted it to increase to 25 percent the likelihood that the ChoicePoint-Reed Elsevier deal won’t close because of CFIUS concerns.
ChoicePoint
has experienced problems with breaches in the security of its information. In February 2005 the company said that thieves hacked into its computers and accessed more than 145,000 personal consumer records. ChoicePoint later agreed to pay $15 million to settle Federal Trade Commission charges related to the breach.
ChoicePoint needs other regulatory approvals for its deal, in addition to CFIUS clearance. ChoicePoint disclosed last week that the Federal Trade Commission had requested additional information on the deal’s terms. Previously, the FTC said it was contemplating a consent order relating to data security breaches by Reed Elsevier’s LexisNexis unit.
ChoicePoint also said that attorneys general of unidentified states were reviewing the Reed Elsevier acquisition agreement.
ChoicePoint spokesman Chuck Jones referred questions to Reed Elsevier.
Wachtell, Lipton, Rosen & Katz partners Edward Herlihy and David Shapiro are lead corporate counsel to ChoicePoint. Wachtell Lipton counsel Damian Didden is ChoicePoint’s regulatory counsel. They’re working with ChoicePoint general counsel Carol A. DiBattiste.
Paul, Hastings, Janofsky & Walker partners Leslie Dent and Allen Maines, and associates Keith Kodosky and Candy Voticky, all in Atlanta, are advising Reed Elsevier on litigation matters. Paul Hastings partner Erik Belenky and associate Rachel Miles, also both in Atlanta, are working on corporate issues.