3Com (COMS) has agreed to buy Huawei Technologies' 49% in Huawei-3Com for US$882 million, which represents an implied equity value of US$1.8 billion.

The agreement, which upon closing gives 3Com full ownership of Huawei-3Com (H3C), was reached through a bid process established under the parties' existing shareholders' agreement that enabled either party to make cash bids to buy the other party's shares in H3C. 3Com initiated the process with a bid on November 15, 2006; 3Com's last bid was accepted by Huawei on November 27, 2006. The transaction is subject to customary approval in China.

"Thanks to the tireless leadership of H3C's Chief Operating Officer, Dr. Zheng Shusheng, and his management team, H3C has proven to be a well-established, stand-alone business with substantial market share in China and strong potential to expand globally, and we are very excited at the prospect of owning 100 percent of the venture," said Edgar Masri, President and CEO of 3Com. "H3C is a strategic asset and we believe that 3Com is well positioned to help it expand its global presence. We believe 3Com, with H3C, can build a powerful, global technology leader."

Under the existing shareholders' agreement, the parties have agreed that the selling shareholder in the bid process would, under certain circumstances, be subject to a non-compete provision for 18 months after the closing. 3Com will communicate the details of its financing plans for the acquisition at a future date.


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