Contract analysis

I. Summary of Review and Investigation The Committee accepted the joint voluntary notice on July 21, 2023, thereby commencing a forty-five (45) day review period pursuant to 31 C.F.R. § 800.503. During the course of the initial review period, the Committee's member agencies undertook a comprehensive assessment of the national security implications of the Transaction, including an evaluation of the nature and scope of

II. National Security Agreement Following the negotiation process described in Section I above, the Transaction Parties and the United States of America entered into a National Security Agreement, designated as docket reference NSA-2024-0019, which was fully executed on January 19, 2024 (the "NSA" or the "Agreement"). The parties to the NSA are Halcyon Semiconductor Aktiengesellschaft, Halcyon US Holdings Inc., Marlo

III. Committee Determination Having completed its review and investigation of the Transaction, and having considered the national security factors set forth in 50 U.S.C. § 4565(f) and 31 C.F.R. § 800.503, the Committee has determined that the Transaction, as mitigated by the terms and conditions of the NSA (NSA-2024-0019), does not present any unresolved national security concerns. The Committee has therefore conclud

IV. Safe Harbor Pursuant to 50 U.S.C. § 4565(b)(1)(D), the Transaction, as described in the joint voluntary notice and supplemental filings submitted in connection with CFIUS Case No. CFIUS-023-07-3841, shall not be subject to additional review under section 721 of the Defense Production Act of 1950, as amended, provided that: (i) the Transaction is consummated substantially in accordance with the terms described in

V. Ongoing Obligations and Compliance Monitoring The Transaction Parties are reminded that, upon and following the closing of the Transaction, they remain bound by all obligations set forth in the NSA (NSA-2024-0019), including all obligations that survive the closing or that are triggered by post-closing events or conditions. Compliance with the NSA is a continuing obligation, and the Transaction Parties are expecte

VI. Reservation of Rights and Limitations This letter does not constitute a determination by the Committee that the Transaction is lawful under any provision of law other than section 721 of the Defense Production Act of 1950, as amended. The Committee's review under section 721 is limited to an assessment of the national security implications of the Transaction, and this letter addresses solely the Committee's concl

VII. Confidentiality This letter and the existence, substance, and terms of the Committee's review, investigation, and determination are confidential pursuant to 50 U.S.C. § 4565(c) and 31 C.F.R. § 800.802. All information provided to the Committee in connection with CFIUS Case No. CFIUS-023-07-3841, including the joint voluntary notice, supplemental submissions, and all communications between the Transaction Parties

VIII. Contact Information Any questions regarding this letter, the Committee's determination, the NSA (NSA-2024-0019), or any other matter relating to CFIUS Case No. CFIUS-023-07-3841 should be directed to: Staff Chairperson Committee on Foreign Investment in the United States U.S. Department of the Treasury Office of Investment Security 1500 Pennsylvania Avenue NW Washington, DC 20220 Telephone: (202) 622-1860 Email