http://www.nytimes.com/2005/03/10/technology/10lenovo.html
March 10, 2005
Sale of I.B.M. Unit to China Passes U.S. Security Muster
By STEVE LOHR

The Bush administration has completed a national security review of the
planned sale of I.B.M.'s personal computer business to Lenovo of China,
clearing the way for the deal, I.B.M. announced yesterday.

The unusual scrutiny given to the deal mainly reflects the ambivalence in
Washington toward China, and its rising economic and military power.

Other Chinese companies are expected to follow Lenovo's example by shopping
for acquisitions in the United States. "The lesson from the I.B.M.
experience is that the government is going to be difficult on them all,"
said William A. Reinsch, president of the National Foreign Trade Council and
a former trade official in the Clinton administration.

The Committee on Foreign Investments in the United States, a multiagency
group, reviews purchases of American businesses by overseas corporations for
any impact on national security. The I.B.M. inquiry was a full
investigation, which occurs in far fewer than 1 percent of cross-border
deals, according to former committee members.

The committee's proceedings are secret, and I.B.M. would not say what steps
it took to address the concerns of the group, which includes representatives
from the Homeland Security, Defense, Justice, Treasury and Commerce
Departments. Two people who have been told of the committee's inquiry said
I.B.M. made more in the way of commitments and assurances than concessions,
which might restrain its sales or product development.

The steps, they said, included agreeing to separate Lenovo's American
employees, mainly in Research Triangle Park in North Carolina, from I.B.M.
workers there who work on other products, like larger server computers and
software.

The people close to the inquiry said I.B.M. also agreed to ensure that the
chips and other parts in desktop PC's and notebooks were stamped with the
name of their manufacturer and country of origin. Such labeling is fairly
common among PC makers.

Steven M. Ward Jr., an I.B.M. senior vice president who will become chief
executive of Lenovo, said he met with more than a dozen senior government
officials to explain the sale for $1.75 billion in cash, stock and debt,
announced in December. He said the steps I.B.M. took to gain the approval of
the committee would not hobble the business.

"I'm delighted with getting this approval," Mr. Ward said. "And we expect to
sell Lenovo PC's and ThinkPads to businesses, governments and individuals
around the globe."

Some committee members were concerned that the sale to Lenovo, which is
partly state-owned, could result in technology with important military uses
being passed to the Chinese, but the people close to the inquiry said I.B.M.
addressed that in briefings and demonstrations in Washington in
mid-February.

I.B.M. engineers and executives, they said, dismantled a desktop PC and a
ThinkPad notebook for the committee, identifying where the components were
produced and explaining how the machines were assembled. Most I.B.M. PC's
are made in China. They contain Intel microprocessors and are assembled with
chips and parts made around the world, though mostly in East Asia.

The I.B.M.-Lenovo episode should prompt Congress to review the authority of
the investment committee, which dates from the cold war, said Michael R.
Wessel, a member of the United States-China Economic and Security Review
Commission, a group established by Congress.

Representative Donald A. Manzullo, an Illinois Republican, said yesterday
that he planned to push for hearings to see if the committee's role should
be expanded to "take more account of economic security as well as military
security."

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