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美國總統 Donald Trump 下令 Qualcomm 收購案立刻取消,當然又是「國家安全」問題了

早前 Broadcom 對 Qualcomm 的收購案有機會成為科技界最大一筆交易,如果這兩家大公司合拼,可以見到他們將會嚴重影響市場(畢竟他們佔有了大部份的手機處理跆市場),但這個交易早前被美國白宮叫停,原因是美國總統 Donald Trump 團隊認為交易將會嚴重影響美國安全。



美國總統下令 Broadcom 對 Qualcomm 收購案即時取消

美國白宮早前發出聲明,指 Broadcom 的每公司位於新加坡,如果他們控制了 Qualcomm 的話將會嚴重影響美國的國家安全。跟據聲名指出,兩家公司同時被要求取消交易,這種決定絕對不尋常,這次 Donald Trump 不但嚴重干涉了企業的方針。

其實早前美國 CFIUS (Committee on Foreign Investment in the United States) 已於 3 月 5 日發信給 Broadcom 及 Qualcomm 的律師,他們指出幾個不同的問題,當然包括美國總統關心的國家安全問題。

而 Broadcom 的應對手法亦很簡單,他們打算把集團總部從新加坡搬到美國去解決 CFIUS 的疑慮,但白宮下定了命令,估計在短時間內兩家公司的收購案將要停止。在消息傳出之後 Qualcomm 的股價跌了接近 5% ,Broadcom 股票亦稍微下跌。

Qualcomm 仍未對事件作出回應,但 Broadcom 發言人認為美國白宮是過份憂慮了,收購案不會影響國家安全。

以下是美國白宮新聞稿全文,大家可以參考:

THE WHITE HOUSE

Office of the Press Secretary

FOR IMMEDIATE RELEASE

March 12, 2018

Upon review of a recommendation from the Committee on Foreign Investment in the United States and consideration, as appropriate, of the factors set forth in the Defense Production Act of 1950, as amended, the President has made relevant findings and issued the following Order:

ORDER

– – – – – – –

REGARDING THE PROPOSED TAKEOVER OF QUALCOMM INCORPORATED BY BROADCOM LIMITED

By the authority vested in me as President by the Constitution and the laws of the United States of America, including section 721 of the Defense Production Act of 1950, as amended (section 721), 50 U.S.C. 4565, it is hereby ordered as follows:

Section 1. Findings. (a) There is credible evidence that leads me to believe that Broadcom Limited, a limited company organized under the laws of Singapore (Broadcom), along with its partners, subsidiaries, or affiliates, including Broadcom Corporation, a California corporation, and Broadcom Cayman L.P., a Cayman Islands limited partnership, and their partners, subsidiaries, or affiliates (together, the Purchaser), through exercising control of Qualcomm Incorporated (Qualcomm), a Delaware corporation, might take action that threatens to impair the national security of the United States; and

(b) Provisions of law, other than section 721 and the International Emergency Economic Powers Act (50 U.S.C. 1701 et seq.), do not, in my judgment, provide adequate and appropriate authority for me to protect the national security in this matter.

Sec. 2. Actions Ordered and Authorized. On the basis of the findings set forth in section 1 of this order, considering the factors described in subsection 721(f) of the Defense Production Act of 1950, as appropriate, and pursuant to my authority under applicable law, including section 721, I hereby order that:

(a) The proposed takeover of Qualcomm by the Purchaser is prohibited, and any substantially equivalent merger, acquisition, or takeover, whether effected directly or indirectly, is also prohibited.

(b) All 15 individuals listed as potential candidates on the Form of Blue Proxy Card filed by Broadcom and Broadcom Corporation with the Securities and Exchange Commission on February 20, 2018 (together, the Candidates), are hereby disqualified from standing for election as directors of Qualcomm. Qualcomm is prohibited from accepting the nomination of or votes for any of the Candidates.

(c) The Purchaser shall uphold its proxy commitments to those Qualcomm stockholders who have returned their final proxies to the Purchaser, to the extent consistent with this order.

(d) Qualcomm shall hold its annual stockholder meeting no later than 10 days following the written notice of the meeting provided to stockholders under Delaware General Corporation Law, Title 8, Chapter 1, Subchapter VII, section 222(b), and that notice shall be provided as soon as possible.

(e) The Purchaser and Qualcomm shall immediately and permanently abandon the proposed takeover. Immediately upon completion of all steps necessary to terminate the proposed takeover of Qualcomm, the Purchaser and Qualcomm shall certify in writing to the Committee on Foreign Investment in the United States (CFIUS) that such termination has been effected in accordance with this order and that all steps necessary to fully and permanently abandon the proposed takeover of Qualcomm have been completed.

(f) From the date of this order until the Purchaser and Qualcomm provide a certification of termination of the proposed takeover to CFIUS pursuant to subsection (e) of this section, the Purchaser and Qualcomm shall certify to CFIUS on a weekly basis that they are in compliance with this order and include a description of efforts to fully and permanently abandon the proposed takeover of Qualcomm and a timeline for projected completion of remaining actions.

(g) Any transaction or other device entered into or employed for the purpose of, or with the effect of, avoiding or circumventing this order is prohibited.

(h) If any provision of this order, or the application of any provision to any person or circumstances, is held to be invalid, the remainder of this order and the application of its other provisions to any other persons or circumstances shall not be affected thereby. If any provision of this order, or the application of any provision to any person or circumstances, is held to be invalid because of the lack of certain procedural requirements, the relevant executive branch officials shall implement those procedural requirements.

(i) This order supersedes the Interim Order issued by CFIUS on March 4, 2018.

(j) The Attorney General is authorized to take any steps necessary to enforce this order.

Sec. 3. Reservation. I hereby reserve my authority to issue further orders with respect to the Purchaser and Qualcomm as shall in my judgment be necessary to protect the national security of the United States.

Sec. 4. Publication and Transmittal. (a) This order shall be published in the Federal Register.

(b) I hereby direct the Secretary of the Treasury to transmit a copy of this order to Qualcomm and Broadcom.

DONALD J. TRUMP

THE WHITE HOUSE,

March 12, 2018.

引用來源:CNBC

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