Regarding the Acquisition of StayNTouch, Inc. by Beijing Shiji Information Technology Co., Ltd.
| Published date | 10 March 2020 |
| Citation | 85 FR 13719 |
| Record Number | 2020-05011 |
| Section | Presidential Documents |
| Court | Executive Office Of The President |
Federal Register, Volume 85 Issue 47 (Tuesday, March 10, 2020)
[Federal Register Volume 85, Number 47 (Tuesday, March 10, 2020)]
[Presidential Documents]
[Pages 13719-13721]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2020-05011] Presidential Documents
Federal Register / Vol. 85, No. 47 / Tuesday, March 10, 2020 /
Presidential Documents
___________________________________________________________________
Title 3--
The President
[[Page 13719]]
Order of March 6, 2020
Regarding the Acquisition of StayNTouch, Inc. by
Beijing Shiji Information Technology Co., Ltd.
By the authority vested in me as President by the
Constitution and the laws of the United States of
America, including section 721 of the Defense
Production Act of 1950, as amended (section 721), 50
U.S.C. 4565, it is hereby ordered as follows:
Section 1. Findings. (a) There is credible evidence
that leads me to believe that (1) Beijing Shiji
Information Technology Co., Ltd., a public company
organized under the laws of China, and (2) its wholly
owned direct subsidiary Shiji (Hong Kong) Ltd., a Hong
Kong limited company (together, the ``Purchaser''),
through acquiring an interest in StayNTouch, Inc.
(``StayNTouch''), a Delaware corporation, might take
action that threatens to impair the national security
of the United States; and
(b) Provisions of law, other than section 721 and
the International Emergency Economic Powers Act (50
U.S.C. 1701 et seq.), do not, in my judgment, provide
adequate and appropriate authority for me to protect
the national security in this matter.
Sec. 2. Actions Ordered and Authorized. On the basis of
the findings set forth in section 1 of this order,
considering the factors described in subsection 721(f)
of the Defense Production Act of 1950, as appropriate,
and pursuant to my authority under applicable law,
including section 721, I hereby order that:
(a) The transaction resulting in the acquisition of
StayNTouch by the Purchaser is hereby prohibited, and
ownership by the Purchaser of any interest in
StayNTouch and its assets, whether effected directly or
indirectly through the Purchaser, or through the
Purchaser's shareholders, partners, subsidiaries, or
affiliates, is also prohibited.
(b) In order to effectuate this order, not later
than 120 days after the date of this order, unless such
date is extended for a period not to exceed 90 days, on
such written conditions as the Committee on Foreign
Investment in the United States (CFIUS) may impose, the
Purchaser shall divest all interests in:
(i) StayNTouch;
(ii) StayNTouch's assets, intellectual property, technology, data
(including customer data managed and stored by StayNTouch), personnel, and
customer contracts; and
(iii) any operations developed, held, or controlled, whether directly or
indirectly, by StayNTouch at the time of, or since, its acquisition.
Immediately upon divestment, the Purchaser shall
certify in writing to CFIUS that such divestment has
been effected in accordance with this order and that
all steps necessary to fully and permanently abandon
the transaction resulting in the acquisition of
StayNTouch have been completed.
(c) Immediately from the date of this order until
such time as the divestment has been completed and
verified to the satisfaction of CFIUS, the Purchaser
shall refrain from accessing, and shall ensure that any
of its subsidiaries or affiliates refrain from
accessing, hotel guest data through StayNTouch. Not
later than 7 days after the date of this order, the
Purchaser shall ensure that controls are in place to
prevent any such data access
[[Page 13720]]
until such time as the divestment has been completed
and verified to the satisfaction of CFIUS.
(d) The Purchaser shall not complete a sale or
transfer under subsection 2(b) of this section to any
third party:
(i) until the Purchaser notifies CFIUS in writing of the intended
recipient or buyer; and
(ii) unless 10 business days have passed from the notification in
subsection (d)(i) of this section and CFIUS has not issued an objection to
the Purchaser.
Among the factors CFIUS may consider in reviewing
the proposed sale or transfer are whether the buyer or
transferee: is a United States citizen or is owned by
United States citizens; has or has had a direct or
indirect contractual, financial, familial, employment,
or other close and continuous relationship with the
Purchaser, or its officers, employees, or shareholders;
and can demonstrate a willingness and ability to
support compliance with this order. In addition, CFIUS
may consider whether the proposed sale or transfer
would threaten to impair the national security of the
United States or undermine the purposes of this order.
(e) From the date of this order until the Purchaser
provides a certification of divestment to CFIUS
pursuant to subsection (b) of this section, the
Purchaser and StayNTouch shall certify to CFIUS on a
weekly basis that they are in compliance with this
order and include a description of efforts to divest
StayNTouch and a timeline for projected completion of
remaining actions.
(f) Any transaction or other device entered into or
employed for the purpose of, or with the effect of,
evading or circumventing this order is prohibited.
(g) Without limitation on the exercise of authority
by any agency under other provisions of law, and until
such time as the divestment is completed and verified
to the satisfaction of CFIUS, CFIUS is authorized to
implement measures it deems necessary and appropriate
to verify compliance with this order and to ensure that
StayNTouch's operations are carried out in such a
manner as to ensure protection of the national security
interests of the United States. Such measures may
include the following: on reasonable notice to the
Purchaser and StayNTouch, employees of the United
States Government, as designated by CFIUS, shall be
permitted access, for purposes of verifying compliance
with this order, to all premises and facilities of
StayNTouch located in the United States:
(i) to inspect and copy any books, ledgers, accounts, correspondence,
memoranda, and other records and documents in the possession or under the
control of the Purchaser or StayNTouch that concern any matter relating to
this order;
(ii) to inspect or audit any information systems, networks, hardware,
software, data, communications, or property in the possession or under the
control of the Purchaser or StayNTouch; and
(iii) to interview officers, employees, or agents of the Purchaser or
StayNTouch concerning any matter relating to this order.
CFIUS shall conclude its verification procedures
within 90 days after the certification of divestment is
provided to CFIUS pursuant to subsection (b) of this
section.
(h) If any provision of this order, or the
application of any provision to any person or
circumstances, is held to be invalid, the remainder of
this order and the application of its other provisions
to any other persons or circumstances shall not be
affected thereby. If any provision of this order, or
the application of any provision to any person of
circumstances, is held to be invalid because of the
lack of certain procedural requirements, the relevant
executive branch officials shall implement those
procedural requirements.
[[Page 13721]]
(i) The Attorney General is authorized to take any
steps necessary to enforce this order.
Sec. 3. Reservation. I hereby reserve my authority to
issue further orders with respect to the Purchaser and
StayNTouch as shall in my judgment be necessary to
protect the national security of the United States.
Sec. 4. Publication and Transmittal. (a) This order
shall be published in the Federal Register.
(b) I hereby direct the Secretary of the Treasury
to transmit a copy of this order to the appropriate
parties named in section 1 of this order.
(Presidential Sig.)
THE WHITE HOUSE,
March 6, 2020.
[FR Doc. 2020-05011
Filed 3-9-20; 8:45 am]
Billing code 3295-F0-P
