2010年7月30日

中国华为领教美国“潜规则” US GOVERNMENT DIVIDED ON HOW TO TACKLE HUAWEI

负责审议敏感收购的美国政府机构正就如何对待华为(Huawei)展开辩论,政府安全专家对这家中国软件及电信设备制造商深怀疑虑。

知情人士称,上周,尽管华为的出价高于竞争对手,华为竞购美国私有宽带互联网软件提供商2Wire的努力却以微弱差距失利,2Wire被英国的Pace以4.75亿美元购得。

本月,华为对摩托罗拉(Motorola)移动网络基础设施部门的收购也未成功,这块业务被诺基亚西门子(Nokia Siemens)以12亿美元购得。

据知情人士介绍,在这两宗交易中,有关华为能否争取到监管机构批准的严肃问题,均在竞标过程中起到一定作用,迫使华为提出较高的溢价。这两宗交易都必须获得美国外国投资委员会(CFIUS)的批准,这是一个从国家安全角度出发、审议外资收购的跨部门小组。

外国投资委员会进行的审议属于高度机密,而对于华为在美国的未来,美国政府也拒绝透露自己的思路。但熟悉相关过程的人士称,鉴于华为已表明有意在美国市场扩大业务,各政府机构正在进行准备工作,以便未来对该公司展开审议。

美国政府内部目前有两派观点。务实的观点认为,外国投资委员会应当批准一宗未来交易,因为这将让政府能够谈判所谓的"缓和协议"(mitigation agreement),即一套严格的条件和保安要求,有可能使美方对华为的内部运作获得有价值的洞察。一些人声称华为与中国军方关系密切,但华为坚决否认这种说法。

那些认为未来应当放行涉及华为的某宗交易的官员们指出,该公司已经用摩托罗拉品牌向美国客户销售了大约8亿美元的产品。华为与摩托罗拉曾有长期业务合作关系,这一关系最近破裂。

外国投资委员会与其它非美国公司――如阿尔卡特朗讯(Alcatel Lucent)――谈判达成的缓和协议,包含有关雇员筛查和第三方审计的规定。

与华为谈判的任何缓和协议都可能提出更苛刻的要求,比如迫使这家中国公司向美方交出自己的源代码,而这有望使美方得以洞察中国的通信网络。

但也有人强烈反对这种企图迫使华为恪守规矩的做法。一名熟悉外国投资委员会程序的前任官员表示,在乔治・W・布什(George W Bush)主政时期,政府在华为对美国科技集团3Com发起联合竞购期间,也曾展开类似的辩论。

华为最终被迫放弃竞购,因为情况变得很明显:该公司将被美方以国家安全为由,阻止收购。

"当时,多数国家安全机构的结论都是,即便政府得到了源代码,让我方得以洞察华为的窗口也不够有用,而且很难订立足以确保安全的程序,"上述前任官员表示。

尽管美国政府未能完全阻止华为打入美国市场(该公司已与Clearwire和Leap公司签署合同),但多数专家同意,政府已成功阻止大型美国电信公司――如美国电话电报公司(AT&T)和Verizon――购买华为的设备。

即使美国政府在这样的设备谈判中并没有正式的发言权,但它对华为的密切关注是人尽皆知的,政府也是许多大型电信公司的大客户,这使其在企业的购买决策中极具影响力。

在华为重整旗鼓,在美国物色新的收购目标之际,该公司在美国的未来最终将取决于哪一派理念(一派务实,另一派意识形态意味较浓)占上风。

译者/何黎


http://www.ftchinese.com/story/001033843


US government agencies charged with reviewing sensitive acquisitions are engaged in a debate over how to handle Huawei, the Chinese software and telecoms equipment-maker viewed with deep scepticism by government security experts.

Last week, Huawei narrowly lost a bid to take over 2Wire, a privately-held US maker of broadband internet software that was ultimately acquired by Pace of the UK for $475m, even though Huawei offered more than its rival, according to people familiar with the matter.

This month, the Chinese company was also on the losing end of a bid for Motorola's mobile network infrastructure unit, which was bought by Nokia Siemens for $1.2bn.

In both cases, say people familiar with the matter, serious questions over Huawei's ability to win regulatory approval for the acquisitions played a role in the bidding process, forcing Huawei to offer a higher premium. Both deals would have had to win approval from the Committee on Foreign Investment (CFIUS), an interagency panel that reviews foreign acquisitions on national security grounds.

Cfius reviews are highly classified and the US government has refused to comment on its thinking about Huawei's future in the US. But people familiar with the process say government agencies are preparing themselves for a review of the company in the future given its stated desire to increase its presence in the US market.

There are two schools of thought within the US government. One pragmatic view holds that Cfius should approve a future transaction because it would allow the government to negotiate what is known as a mitigation agreement, a set of strict conditions and security-related requirements that could give the US valuable insight into the inner workings of a company that some allege has close ties to the Chinese military, although Huawei staunchly denies the charge.

Officials who believe that a future Huawei deal ought to be approved note that the company has already sold roughly $800m of its products to US customers under Motorola's brand as part of a long-standing business relationship that recently went sour.

Mitigation agreements negotiated by Cfius with other non-US companies, including Alcatel Lucent, include rules on employee screening and third-party audits.

Any mitigation agreement with Huawei would be likely go even further, such as forcing the Chinese company to hand its source code over to the US, which in turn could give the US insight into the Chinese communications network.

But there are strong arguments against such a move that support keeping Huawei at bay. One former official close to the Cfius process said the government engaged in a similar debate during its review of Huawei's joint bid for 3Com, the US technology group, during George W Bush's administration.

Huawei was forced to abandon the bid when it became clear it would be blocked on national security grounds.

"At the time, most of the national security agencies concluded that the window into Huawei would not be useful enough and that it would be very difficult to write procedures that would ensure safety, even if the government were given the source code," the former official said.

While the US government has not been able to entirely block Huawei from making in-roads into the US market � the company has contracts with Clearwire and Leap � most experts agree that it has successfully prevented the biggest US telecoms companies, such as AT&T and Verizon, from buying Huawei equipment.

Even if the US does not have a formal say in such equipment negotiations, its scrutiny of Huawei is well known and it is a major customer of many of the biggest telcos, making it very influential in the companies' buying decisions.

As Huawei regroups and seeks new US acquisition targets, its future in the US ultimately depends on which philosophy, one that is pragmatic or one that is more ideological, wins out.


http://www.ftchinese.com/story/001033843/en

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