The Federal Trade Commission today voted unanimously to issue a statement, affirming that its December 18, 2001 vote authorizing - and subsequent January 14, 2002 filing of a complaint in the U.S. District Court for the District of Columbia seeking - a preliminary injunction to prevent Libbey, Inc. from acquiring Anchor Hocking Corporation from Newell Rubbermaid, Inc., encompasses the authority to continue to prosecute the action commenced pursuant to that authority, notwithstanding Libbey's and Newell's January 21, 2002 amendment to their merger agreement. According to the statement, the Commission has reason to believe that the amended merger agreement does not ameliorate the original agreement submitted to the Commission, and standing alone, the amended merger agreement would violate the Clayton and FTC Acts. The Commission noted, however, that these issues would be subject to thorough investigation, study, deliberation, and determination in subsequent Commission adjudicative proceedings.
The Commission issued the statement in response to the Order of the U.S. District Court for the District of Columbia, Hon. Reggie B. Walton, U.S. District Judge, "that counsel for the Commission advise the Court in writing by 5:00 p.m., April 2, 2002, whether the Commission authorized a challenge of the proposed amended merger agreement."
The original merger agreement, dated as of June 17, 2001, provided that Libbey would acquire all of the stock of Anchor Hocking Corporation from Newell. The amended merger agreement continued to provide that Libbey would acquire all of the stock of Anchor Hocking Corporation from Newell; however, the amended agreement provided that Newell would cause Anchor to transfer to another subsidiary of Newell some assets used in the food service glassware business of Anchor Hocking.
Other assets used by Anchor in the food service glassware business, most significantly both of the factories at which Anchor makes glassware, would remain with Anchor and be sold to Libbey.
According to the statement, "the Commission does not interpret Section 13(b) of the FTC Act, 15 U.S.C. § 53(b), to require the Commission formally to reconsider its actions in every case where merging parties amend a merger agreement that the Commission has found reason to believe violates the antitrust laws."
Copies of the documents mentioned in this release are available from the FTC's Web site at http://www.ftc.gov and also from the FTC's Consumer Response Center, Room 130, 600 Pennsylvania Avenue, N.W., Washington, D.C. 20580. Call toll-free: 1-877-FTC-HELP.
TC Matter No.: 011-0194)
(Civil Action No.: 02-0060 (RBW))
Office of Public Affairs
Bureau of Competition,