CFIUS approval delayed on ChoicePoint-Reed Elsevier $3.4 bln deal

Posted on July 31, 2008 14:04 by Andy Peters

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 StatesU.S. Treasury Department (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.

ChoicePointChoicePoint HQ 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.


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Janet ConleyThe Deal Watch Blog is devoted to bringing you the latest news in business law in Atlanta, the Southeast and the U.S. The lead writer is Daily Report associate editor Janet L. Conley.

Janet L. Conley is an attorney who returned to journalism after practicing law with Akin, Gump, Strauss, Hauer & Feld in Washington and with the Georgia Legal Services Program in Atlanta.

During her tenure at the Daily Report, Janet, now the paper's associate editor, has covered law firm economics and management, business and federal courts. In 2007, she received the Georgia Associated Press Story of the Year award and the Atlanta Press Club’s Journalist of the Year award, both for small circulation newspapers, for "Green to Gold," a series of articles on how climate change will alter business and the law.

Janet has written for The American Lawyer magazine and the National Law Journal, among other publications. She also served as managing editor of GC South magazine.

Janet holds a journalism degree from Southern College and a juris doctor degree from the University of Pennsylvania. She lives in Decatur with her husband Mark Harper, also an attorney, and their three children.

She can be reached at jconley@alm.com.

Andy PetersThe contributing writer is Daily Report staff reporter Andy Peters.

Andy Peters has been a journalist since graduating from Furman University in 1992. A short list of the subjects he’s covered includes the Georgia state Legislature, the U.S. semiconductor industry, the Alabama-Florida-Georgia “water wars” litigation, the 1999 American Airlines pilots strike, Coca-Cola and PepsiCo’s battle to acquire the Gatorade sports-drink brand, indie rock music and high school football. Andy has written for Bloomberg News, the New York Times Web site, the Macon Telegraph, the Spartanburg (S.C.) Herald-Journal and the Atlanta Business Chronicle.

Andy has written the Deal Watch column for the Daily Report since March 2006. He was born in Chattanooga, Tenn. in 1971 and grew up in Ringgold, Ga. He lives in Decatur with his wife and two children.

He can be reached at apeters@alm.com.

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