Fortune | FORTUNE 08月07日
HPE got tangled in MAGA conspiracy theories and now its $14 billion merger with Juniper could be thrown out
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惠普企业(HPE)的收购Juniper Networks交易,因美国司法部态度的突然转变而引发外界关注。原本顺利的司法审批流程,却因线上“侦探”的挖掘和参议员的质疑,可能面临更严格的“Tunney审查”。这不仅使HPE首席执行官Neri面临被动局面,也让公司股价承压。此次事件暴露了企业在复杂政治和舆论环境下,其交易审批过程可能受到的多重影响,以及由此带来的不确定性。

🏢 HPE收购Juniper Networks交易的司法审批过程出现波折,美国司法部在原先表示担忧市场竞争后,突然撤销了反对意见,这引发了外界对其审批合理性的质疑,并可能导致交易面临更严格的司法审查。

⚖️ 参议员伊丽莎白·沃伦的介入,以及线上调查者对司法部人员变动的关注,使得负责案件的法官P. Casey Pitts有可能启动“Tunney审查”。该审查旨在评估合并是否符合公共利益,其起源可追溯至对总统干预并购市场的反应,可能对交易结果产生重大影响。

📉 HPE首席执行官Neri正面临来自激进投资者Elliott Management的压力。Elliott Management认为HPE在Neri的领导下存在执行失误,导致公司股价表现不佳。如果此次收购案进展不顺,Neri的职位可能受到威胁。

📢 此次争议的焦点之一是“MAGA”政治影响力的介入。有说法称,与特朗普阵营有关联的顾问通过“影响力交易”改变了司法部的决策。尽管HPE否认了这些指控,并强调交易符合公共利益和促进竞争,但这类论调已成为公众讨论的焦点。

🌐 HPE方面坚称其收购Juniper Networks符合公共利益,并得到了包括美国司法部在内的全球多个反垄断监管机构的批准。公司也引用了国家安全理由,认为合并能增强美国公司在关键技术市场的竞争力,以对抗潜在的外国竞争对手。

Instead, HPE has been dragged into one of those weird MAGA conspiracy theories that orbit President Trump’s White House. Even Laura Loomer, the vituperous online Trump activist, somehow got involved.

Given that the DOJ dropped its opposition to the merger (it previously complained it would reduce market competition), Neri could reasonably have expected the federal judge overseeing the litigation to waive the deal through.

But because the DOJ’s sudden reversal got the gears whirring inside the brains of multiple online sleuths, resulting in an objection letter from Senator Elizabeth Warren, it is suddenly more likely—perhaps not probable, but plausible—that Judge P. Casey Pitts will hold a “Tunney review” that may overturn the deal.

A “Tunney review” is a judicial proceeding that asks whether a proposed merger is in the public interest. The Tunney Act was created in in the 1970s in reaction to President Nixon’s meddling in the M&A market.

A negative Tunney review would be a defeat for Neri, who is fending off activist Elliott Management, which bought a $1.5 billion stake in the company and demanded seats on the board in part because it believes HPE stock is being held down by execution errors on Neri’s watch. Neri could lose his job if things do not go his way, sources have told Fortune.

How did HPE get here?

For its part, HPE believes it has done nothing wrong, and that it has simply prevailed in a routine judicial process.

“HPE is confident our acquisition of Juniper Networks is in the public interest and will promote further competition in the enterprise WLAN market,” the company told Fortune. “The transaction was appropriately approved with certain remedies by the U.S. Department of Justice, and it was unconditionally approved by 13 other antitrust regulators around the world.  We respect the role our regulators play in maintaining competitive markets and appreciate the professional and constructive way in which the DOJ engaged with us in approving the deal.”

But several online corporate dirt diggers, including Matt Stoller, Francine McKenna, Lever News and Capitol Forum, drew attention to personnel changes at the DOJ immediately prior to its approval of the deal. Two DOJ lawyers on the case appear to have been removed from it, according to Semafor. Now HPE is on the front page of the Wall Street Journal as Exhibit 1 in the narrative that lobbyists are undercutting the MAGA antitrust agenda by making off-the record promises about new jobs in the U.S. (HPE denied that, too.)

In a filing on the federal court docket, HPE listed its advisors on the deal. They included what Sen. Warren’s letter described as “MAGA-aligned antitrust thought leader Mike Davis.”

It is this person that Stoller and his online colleagues believe is a lobbyist responsible for changing the minds of Attorney General Pam Bondi and her chief of staff, Chad Mizelle, and thus reversing their opposition to the deal.

Following that, Loomer used X to insist that HPE had paid consultants allied to President Trump $1 million each to engage in “influence peddling.” Loomer later deleted the post. Sources previously told Fortune they didn’t understand why Loomer was paying attention to the deal.

The Lever published a claim that “In a last-minute effort to save face … intelligence authorities intervened to rubber-stamp the deal because of national security reasons, a claim that never appeared in any of the DOJ and HP’s legal briefs.” In fact, HPE did cite national security in its July 7 certification of the proposed judgment approving the deal. (You can see it here on page 2.) The national-security angle is that by combining HPE and Juniper it creates a larger market share for a U.S. company in places where the alternative might be Huawei, which many Western governments regard as a Chinese Communist Party asset. (Huawei has repeatedly denied that allegation.)

The next step is up to Judge Pitts. It is not clear cut that Pitts will rubber-stamp the DOJ’s decision. Pitts is a Biden appointee who previously worked at a public interest law firm—and he may therefore be sceptical that Trump’s DOJ went from fierce opposition to “whatever” so quickly.

His ruling is likely months away.

The DOJ told Fortune: “The Department has consistently reiterated that resolution of this merger was based only on the merits of the transaction,” according to spokesman Gates McGavick.

Meanwhile, HPE stock has not reacted well to all the gossip. It remains down 5.7% year to date compared to the S&P 500 which is up 8%. Elliott’s stake is a long position—meaning they want shares to rise. And they are more than willing to replace the CEO if they do not get what they want. Hence the pressure on Neri.

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HPE Juniper Networks 反垄断 司法审查 企业并购
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