3Com sues Bain to recover failed merger fee
The price of rejection.
By Jim Duffy, Network World (US) | Published: 14:41, 05 August 2008
3Com is suing Bain Capital Partners in order to collect a $66 million termination fee it says it is owed, after Bain and Huawei Technologies terminated their planned acquisition of the networking vendor.
3Com filed the suit last week in the Delaware Chancery Court against Diamond II Holdings, an entity controlled by affiliates of Bain Capital Partners. The lawsuit alleges breach of the terms of the $2.2 billion (£1.1 billion) merger agreement among 3Com, Diamond II Holdings and Diamond II Acquisition, back in September last year.
Under those terms, 3Com shareholders were to have received $5.30 per share in cash, and Diamond II Holdings was to have acquired 3Com. The deal was scuttled, however, when the companies could not allay the national security concerns of the US Committee on Foreign Investment in the United States (CFIUS).
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The deal raised security concerns because of Huawei's close ties with the Chinese government. Under the proposed deal, Bain would have owned an 83.5 percent stake in 3Com, with Huawei owning the remainder.
However, the companies could not convince CFIUS, part of the US Department of the Treasury, that the investment by Huawei did not pose a risk to US national security.
