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CFIUS Filing Clearance: Utimaco and Micro Focus International

On May 18, 2018, Micro Focus International plc, an infrastructure software company, and Utimaco Inc., a US subsidiary of German based Utimaco GmbH, a developer of “hardware-based, high-security appliances (Hardware Security Modules) and compliance solutions for telecommunication provider regulations (lawful interception and data retention), (see Utimaco website, About Us web page, visited July 9, 2019), for Utimaco to acquire the “Atalla HSM product line, the Enterprise Security Manger (“ESKM”) product line, and related supporting assets, including applicable patents and other IP.” (Micro Focus International plc Form 6-K, July 9, 2019, SEC Filing.)  “Atalla Hardware Security Module (HSM) is a payments hardware security module for protecting sensitive data and associated keys for non-cash retail payment transactions, cardholder authentication, and cryptographic keys.” (Press Release, Micro Focus Completes Divestiture of Atalla Portfolio, Nov. 6, 2018, visited July 9, 2019.)  “The deal was subject to regulatory approval by the Committee on Foreign Investment in the United States (“CFUIS”). CFIUS placed the deal into investigation in September and final approval was received 10 October 2018. The deal closed on 5 November 2018 . . .”  (Micro Focus International plc Form 6-K, July 9, 2019, SEC Filing.)  Micro Focus International plc was previously in front of CFIUS for its acquisition of Hewlett Packard Enterprise’s software business in 2016. (See Trade Practitioner Blog Post on this prior deal here.)

Status:  Clearance

Acquirer:  Utimaco GmbH (Germany)

Acquired:  Atalla and ESKM Product Lines of Micro Focus International plc (UK)

Value:  Approx. US$20 Million

Industry:  Software; Cybersecurity


© Copyright 2020 Squire Patton Boggs (US) LLPNational Law Review, Volume IX, Number 196


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