3Com Stockholders To Meet On Huawei-Bain Deal

The deal ran afoul of the federal government, which is concerned about a Chinese firm owning a piece of 3Com and its security products.

W. David Gardner, Contributor

March 20, 2008

2 Min Read

The stockholders of networking vendor 3Com will convene their scheduled meeting Friday to vote on a proposed $2.2 billion buyout of the firm by Bain Capital Partners LLC and Huawei Technologies. The deal, however, isn't expected to go through as originally put together.

The merger ran afoul of the federal government's Committee on Foreign Investment in the U.S. (CFIUS) over concerns that a 3Com security system with intelligence overtones could be accessible to the Chinese firm. 3Com's Tipping Point unit, which provides security products, would likely be sold, however, if the merger goes through.

"While we remain committed to exploring alternatives that would enable us to complete the merger transaction contemplated by our existing merger agreement, we also remain confident in our long-term prospects," said 3Com president and chief executive officer Edgar Masri in a statement. "The company and our strategy, which attracted Bain Capital to 3Com in the first place, have not changed."

While CFIUS, which is a federal government panel that reviews strategic and defense-related business mergers, did not rule on the proposed merger, the three parties involved in the merger withdrew to attempt to make the merger more palatable to CFIUS.

3Com and Huawei have been business partners for years, and 3Com continues to market Huawei products. Bain is said to look at the three-way deal as a template for future business arrangements involving Chinese and U.S. firms.

In a release issued before the meeting Friday, 3Com said there is "no assurance that the parties will be able to close the merger transaction" if it is approved by its shareholders. "Additionally there can be no assurance that the parties will reach agreement on an alternative transaction that both addresses concerns raised by CFIUS and is acceptable to 3Com."

The merger initially called for 3Com to become a private company owned by affiliates of Bain Capital Partners with Huawei acquiring a minority interest in 3Com and becoming a partner of the company.

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