U.S. blocks Philips' $3.3B sale of Lumileds to Asian buyers | Hacker News Reader

U.S. blocks Philips' $3.3B sale of Lumileds to Asian buyers

reuters.com

120 pointsnkurz65 comments

Philips partners with Cisco to install distributed hardware and lighting into corporate institutions and high end hotels. Cisco[0] is a known entry point for embedded surveillance techniques. The lighting system, on top of being entirely contolled via remote, is networked into the buildings infrastructure. Also, as a focal point[1], it connects with cellphones and other networked sensors to provide the amount of lighting, temperature, occupancy and other data which it uses to automate functionality.

The temperature sensors map the entire building, as likely would motion sensors. This tech provides realtime data about who and where people are within a building, control of the actual lighting, and mappings of every structure they are installed in, some of which are high end hotels, corporate offices, research labs and medical facilities.

[1]http://www.lighting.philips.co.uk/systems/connected-lighting...

[0]http://arstechnica.com/tech-policy/2014/05/photos-of-an-nsa-...

Lumileds, the division of Philips for sale, does not make connected lighting. That is made by Philips lighting. That is, Lumileds makes LEDs. Philips lighting makes light bulbs, that have LEDs inside. Any other sensors and connected portion of the product are also built into the bulb, but not by Lumileds.

For now maybe, but as we've seen with most LED lighting, the trend is to incorporate ASICs into the LED packages. So Lumiled's products would presumably be capable of all kinds of interesting things. If not immediately, than in a year or two.

Any company could pivot to anything in the future. Why would that be relevant to a national security intervention like this?

Not to mention - if the US was afraid of chinese ASICs in general, well... it's a little late to get picky.

They say they don't make connected lighting. Probably true for 99% of their output. But the 'special' LED banks with hostile / surveillance electronics in them, for 'special' customers? Bet they don't show up in the catalogue.

Given it's CIFUS, I'm guessing it's an inversion thing--ie they don't want yet another company taking its money abroad for tax sheltering--but they might not have a legal leg to stand on so they'll throw some security FUD to hold up the sale.

The other possibility is CIFUS was asked to block the sale by a three-letter agency, which would be a joke, because (a) TLA's should quit forcing backdoors into crypto and let vendors secure their stuff, (b) even without backdoors, IOT and embedded security is already laughably weak, and (c) given the multinational nature of most development teams, it wouldn't be surprising for someone's home government to ask for a peek at the code, and (d) most corporate security is laughably weak, so foreign governments can and do just take what they want any time[1].

If the US is truly worried about Asia subverting embedded devices, then maybe they should be addressing some of these issues and not look at ownership.

1. https://www.schneier.com/blog/archives/2014/06/chinese_hacki...

CFIUS reviews M&A deals only on national security grounds. That's why the details of the proceeding are usually classified.

If this were an anti-trust or inversion issue, then it would fall onto the DOJ to bring up an action and we would be able to get more details on the resultant proceedings. There's no point in DOJ asking CFIUS to do what they themselves can easily accomplish.

The real scary question to ask is if we've already back door ed this and don't want another country like China to know.

there is no doubt it is. Surely this should be a given even before knowing about the snowden saga. After snowden saga we all should know this as a fact.

Just a note: There is an obvious, non-technological bias in this thread at the moment of posting. The top-voted commented is objectively proven to be incorrect and dissenting opinions are being downvoted.

I would like to call on the HN users to think and vote on this on a technological, rather than a selfish nationalistic perspective.

The alternative discussion to be had is: Is Hacker News thought to be a global site or a US site with foreign guests? What would the consequences be if the conclusion was that it is the latter?

> Is Hacker News thought to be a global site or a US site with foreign guests? What would the consequences be if the conclusion was that it is the latter?

It feels like it's the former, but I dont' have the data to actually back that up. Most stories seem US-centric with occasional posts about China and Japan. Either 1. there's not much going on in the EU (or HN users aren't interested in it), or 2. I'm not able to notice the origin of many of the companies and projects.

"'Former' means first and 'latter' means last."

Did you confuse the two? I'm confused by your comment. :)

Sorry, you're right. I meant the latter. (slightly dyslexic apparently)

This sounds interesting but I have absolutely no idea which conments you're talking about ("first" is variable), and why they would or would not be false.

I say this because every ZH story on hn is rife with astroturf (or just lowest common denominator patriotism), whose comments reek of "but, but, usa this, usa that."

Im not from either country, but Ive learned to tread the comments section with extreme care as soon as "china" appears in the title.

Yet, maybe you have a point. I just can't tell. So, would you care to elaborate?

This comment is currently at the top:

https://news.ycombinator.com/item?id=10957933

OP: "LEDs are being built into systems that deal with surveillance of buildings."

Replies: "Lumileds only build the actual LEDs. No surveillance/data gathering."

I understand that the USA have a lot of leverage against any global company and you don't want to displease them, but what are the actual legal foundations for the USA to approve that deal? I mean, the headquarters are in San Jose but the company is Dutch and Lumileds have other offices around the world.

The key issue is that Lumileds itself is organized as a U.S. corporation; its current ownership is inconsequential, whether it's a U.S. citizen or a Dutch conglomerate. CFIUS has had the legal authority to investigate -- and the president to block -- any transaction involving control of a U.S. company by a foreign national since the 1950s.

It's worth noting that while (as far as I'm aware) there are relatively few CFIUS-equivalent organizations worldwide, most countries have some kind of mechanism for similar actions. That they rarely use them is a different issue entirely.

They can always just change nationality. That's a pretty common thing for companies to do. So nationality doesn't matter; it's a flag of convenience at best.

The real issue is that the US government has the final say on which products are legal to sell in the US. If the USG says that no lumileds or products containing lumileds can be sold or imported in the US, then Lumileds is fucked. You don't want to lose the US market. Same goes for the EU.

You can't just pick up your company and move it from one country to another, especially when you're the size of Lumileds. The process for changing domicile is called inversion, and to make it work the U.S. corporation must either be acquired by or merge with a foreign corporation -- and that transaction would, again, be subject to review by CFIUS.

Market access is a big carrot, yes, but it's not the stick in this case.

This has happened several newsworthy times in the past few years via the "inversion" mechanism, e.g. Medtronic, Pfizer, Applied Materials...

What's stopping this becoming a new business model for SeaLand? Registering corporations as international entities undercutting the most favorable combinations of incentives from all current countries?

SeaLand isn't recognized by any nation, and corporations can't operate as stateless entities.

CFIUS reviews M&A deals for any potential national security issues. During the proceeding it needs to balance the legal right of capital to freely enter and depart the country with maintaining secure supplies and critical know-how.

For all we know, Lumileds may be a key supplier for a tier one DOD project, their know how may be exploited to infiltrate US military systems, or foreign ownership may potentially reduce strategic strengths of the US economy in the event of a conflict with the owner's native jurisdiction. (These are possible reasons, I don't know anything specific about Lumileds operations) Since we don't know why they actually got the deal denied, the best we can do is speculate.

Because the deal concerns assets located in the US, CFIUS gets automatic jurisdiction on the transfer of those assets. As for the legality of blocking the transfer on national security grounds, our laws leave open many loopholes for the government to use.

Not a reliable source but more plausible then what is being speculated ITT:

>The sale stalled over the transfer of semiconductor technology involved in making LEDs, a device that emits light, one person familiar with the situation said last year.

http://www.bloomberg.com/news/articles/2016-01-22/philips-sc...

How can lightbulbs be national security issue?

Deleted comment

Laugh, but LEDs by their nature are semiconductor devices capable of very high speed modulation, and the complexity of what's being built into the LED packages is increasing.

Subversion of these low-level components to create a data exfiltration vector is a legitimate concern, even if it may not be the deciding factor in this case.

A LED is also, inherently, a photodiode (albeit a bad one). You can use it to build useful, if basic, detection circuits.

"to create a data exfiltration vector"

That sounds interesting, could you expand please?

You can modulate an LED at a very high frequency and with the correct receiver send data[1] theoretically you could put a passive receiver into a light fitting (or something as low tech as a high gain microphone), have it record data and then play it back via the LED's, someone walking through the building with the correct receiver could then download the data.

It's a long shot but intelligence services have done strange things (fake rocks, bugging devices in typewriters, setting up cameras over copy machines etc etc)

[1] https://en.wikipedia.org/wiki/Li-Fi

Calling it a long shot is almost like an over-estimation.

And vetoing the sale of a billion dollar company because of the super niche spy case? Yeah, no, that isn't credible.

Why? do you think USA national security isn't worth more than a billion?

How can you have a doubt after all that we have known post-Snowden

well France declared a yogurt maker in the national interest

I agree, this is the same kind of egregious misuse of this kind of law.

was it a critical repository of culture?

Maybe the further development of the LED tech could be useful for creating militarily useful lasers?

national [economic] security

They are the same thing, as Russia will shortly re-learn. I guess they have forgotten why they lost the Cold War.

Exactly. It's very hard to argue that a strong economic risk is not also a national risk.

One word: Lifi.

Please excuse my ignorance as I am but a student starting to learn more about the world, but it seems as though the more I learn about the power and policies of the US government, the more I see potential (and indeed realization at times) of an abuse of that power and law for money.

For example things like the Iran Contra and war on terror seem awfully protracted and conveniently secures oil while selling weapons. At the time it might've merely been suspicious but certainly looking back we should be wary of the excuses of "security" and "democracy". Now, it seems quite convenient for the US to deny sales of resources (such as this technology, but also in positions such as Canadian gas) to China, with nebulous "security" reasons.

Well, perhaps tying US involvement in the Middle East with this sale is speculative. But I am wary that the US tends to exercise powers such as military and "law" in what should otherwise be a "fair" global economic system.

The US is like any other country in that it will act on its own self-interest. That is basically all there is to it. Now, whether the policies that it pursues to that end are meaningful or not depends on a lot of things, including, but not limited to, the State Department, White House, CIA etcetc. So, there will be some amount of inconsistency in US policy over time, depending on the nature of people who run the ship.

The US is hardly the only country to block foreign investment / sales/mergers with foreign corporations on "national security" or "national interest" grounds. Here in Australia we have the Foreign Investment Review Board (FIRB) which does much the same thing. I guess one difference is that the US is a much larger population and economy than Australia's, so when the US does it is more likely to be newsworthy on a global scale. Also, there are many high tech firms headquartered in the US, relatively few in Australia; most of the similar stories in Australia tend to revolve around mining, agriculture, and public infrastructure such as ports (and are thus less interesting to a site like HN).

It's more complex than that. A state government is made up of many self-interested actors who, as a citizen one would hope, are acting in concert to promote the self-interest of the country they are charged with.

There will never be a "fair" global economic system. Have you been "fair" when it comes to dating life? Like letting someone else date that someone you like because you want to be "fair"?

Simply put, the pie is not big enough for everyone (never will be) and someone will always want to game the system so that he/she can get more of the pie than others.

Uh, not the best example. I don't "let" or "not let" other consenting adults date.

Wrote it at 2am so not the best example yes.

But how about giving up your job because you want to be fair? Or not accepting a job opening because you want to be fair?

23 things they don't tell you about capitalism http://www.amazon.com/gp/product/1608193381

This obvious overstep (LEDs? really?) will give the EU some serious (internal) ammunition in future trade deal negotiations. It also makes the US a less attractive region for foreign investment.

The EU's increasingly aggressive attacks on US tech giants has given the US some serious ammunition. It's going to get a lot uglier yet. The US just nearly bankrupted VW. The DOJ is seeking up to $48 billion in their lawsuit; settling for a likely fraction of that will hammer VW. They could have easily let them off with a modest slap on the wrist, and instead chose to put on the full-court press. It's retribution and likely just the start of a back and forth between the US and EU.

The US just nearly bankrupted VW

Reminds me of my grade school days. Mrs. Crabtree, why did you give me a C in math? "I didn't give you a C, you did that all by yourself."

When a company does what Volkswagen did, it needs to hurt very badly. Diesels are already disastrous from a public-health perspective, and VW made them that much worse.

The EU might have started it (Microsoft, Google - I felt that was a measured response though), but the US is currently stepping up the game with a 10x magnitude difference in force. This feels somewhat aggressive to us Europeans.

The VW stuff seems way too aggressive. Particularly with the very recent history of bailing out US car makers in mind.

Your comparison is clumsy. US car makers didn't intentionally break the law to increase the amount of poison gas entering the environment. The GM ignition switch or Taketa air bag cases would be more apt.

Almost every auto manufacturer has gotten in trouble for defeat devices at one point or another [1].

[1] https://en.wikipedia.org/wiki/Defeat_device

I think Elon Musk's ideas around VW were more sane:

http://www.huffingtonpost.com/entry/elon-musk-volkswagen-emi...

(His idea was essentially: societal rehabilitation rather than the electric chair.)

I brought up the bailout because it establishes an anti-competitive pattern. Yes, I am aware that various European nations have done various similar bailouts as well, but I'm proud that my country (Sweden) resisted that when Volvo and SAAB were in financial danger a few years ago.

I can see why Musk would like this alternative remedy.

Yes, but the point is that we would all benefit.

Now all that happens is that the other traditional car manufacturers get a leg up. They are all businesses run by profiteers rather than technologists. They have no interest in dramatically changing the scene.

> to increase the amount of poison gas entering the environment

Come on, it's not like VW cars were emitting hydrogen cyanide. They were emitting excess pollutants, not poison.

NOx causes a significant amount of health issues due to low level smog. I don't think a comparison to HCN is a good reason for not calling NOx poisonous.

As an aside, diesel exhaust does actually contain cyanide compounds!

>US car makers didn't intentionally break the law to increase the amount of poison gas entering the environment. The GM

http://deredactie.be/cm/vrtnieuws.english/videozone_ENG/1.25...

this GM?

>The DOJ is seeking up to $48 billion in their lawsuit

good luck with that http://boingboing.net/2016/01/19/gms-dieselgate-mechanics-pr...

Perhaps Lumileds are components in the assembly of vulnerable military equipment? Or Don Fanucci didn't get his action yet?

There's an easy way of safeguarding against that:

Estimate the amount of units you (Lockheed Martin, Boeing?) will need during the next ten years. Triple the amount. Order that amount from mouser.com. :)

Seriously - LEDs are commodities nowadays.

Great move by the US, Europeans wouldn't even dare to do such thing.

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