Upcoming/New CFIUS Filing: Prysmian S.p.A. and General Cable Corp.
On December 3, 2017, General Cable Corporation, a Delaware corporation, entered into a merger agreement with Prysmian S.p.A., a company organized under the laws of the Republic of Italy, and Prysmian’s wholly owned subsidiary Alisea Corp., a Delaware corporation, whereby General Cable Corporation will merge with and into Alisea Corp. and survive as a wholly owned subsidiary of Prysmian. (See General Cable Corporation Form 8-K, Dec. 3, 2017, SEC Filing.) Prysmian operates in the “energy and telecom cables systems industry.” (Prysmian website, About Us page.) Prysmian provides “underground and submarine cables and systems for power transmission and distribution” and “manufactures cables and accessories for voice, video and data transmission, offering a comprehensive range of optical fibres, optical and copper cables and connectivity systems.” (Id.) General Cable Corporation is a manufacturer of “aluminum, copper and fiber optic wire and cable products and system solutions.” (General Cable Website, Products and Solutions page.) According to Prysmian’s CEO, the merger will combine “two of the premier companies in the cable industry” and enhance Prysmian’s presence in North America, Europe and South America. (Prysmian Press Release, Prysmian to acquire General Cable for $30.00 per Share in Cash, Dec. 4, 2017.) Under the terms of the merger agreement, the parties must file a joint voluntary notice and receive clearance from CFIUS prior to consummation of the merger. (SeeAgreement and Plan of Merger, §§ 5.1(d)(i), 5.2(c)(i), 7.1(b), General Cable Corporation Form 8-K, Ex-2.1, SEC Filing, Dec. 3, 2017.) In addition, the parties must have filed “a notice of an intended sale or transfer to a foreign person with DDTC under ITAR §122.4(b) (if deregistration from DDTC has not been completed).” (Id., § 6.5(a)).