Broadcom says letter calling for security review of its $19 billion merger is fake

Posted at 1:41 PM, Oct 10, 2018
and last updated 2018-10-10 15:41:16-04

Broadcom said Wednesday that a fake letter about its $19 billion merger with CA Technologies had been circulated among Washington lawmakers.

The company, one of the world’s largest makers of chips, said in a statement that the memo was made to look like it came from the Defense Department. The document discussed the need for the Committee on Foreign Investment in the United States to review the deal.

“We have been informed by DoD officials that this memo is in fact a forged document,” Broadcom said.

Defense Department spokeswoman Heather Babb said the Pentagon’s “initial assessment is that this is likely a fraudulent document.”

At a homeland security hearing earlier Wednesday, Senator Rand Paul called for the committee, which is known as CFIUS, to investigate the merger. A spokesman for Paul said that the senator’s call for a national security review was not based on the letter.

“No one here has seen a memo or basing the need for CFIUS review on anything other than the obvious national security implications of this merger,” the spokesman said.

In March, President Donald Trump barred Broadcom’s $117 billion takeover of Qualcomm, another chipmaker, following a CFIUS review. The White House said the deal would impair the national security of the United States.

At the time, Broadcom (AVGO) was in the process of moving its legal headquarters from Singapore back to the United States.

Paul said that if CFIUS was looking at Broadcom previously, it should continue to investigate Broadcom acquisitions.

“Just because Broadcom has changed their domicile to here doesn’t mean we still shouldn’t look at Broadcom,” Paul said.

He noted that CA Technologies’ network systems are “deeply embedded” in many national security agencies and critical infrastructure facilities in the United States — including 29 nuclear reactors. And 60% of American electric customers are serviced by companies using CA systems, he said.

Broadcom’s pending purchase of CA Technologies (CA) had previously appeared on track to close. The acquisition was announced in July.

The companies still need approval from regulators in the European Union and Japan. The deal had received a green light from US antitrust officials in August.

CFIUS is a separate inter-agency body that vets certain deals involving foreign parties for potential national security concerns. The Treasury Department, which leads the committee, declined to comment Wednesday, citing confidentiality rules surrounding CFIUS.

Whether the panel has legal authority to scrutinize the Broadcom merger is unclear. A new law signed by Trump in August gives CFIUS expanded power to review deals that could give foreign companies access to sensitive technologies. It’s in the process of enactment.

Broadcom on Wednesday said CFIUS review was not necessary.

“Broadcom and CA Technologies are both American companies, and there is no basis in fact or law for CFIUS review of our pending transaction,” the company said.