The Dun & Bradstreet Corporation will divest certain key assets as part of a settlement with the Federal Trade Commission that is designed to address the competitive harm caused by its acquisition of Quality Educational Data (QED), its nearest rival in the education marketing business. Prior to the acquisition, QED was a division of Scholastic, Inc.
In May 2010 the FTC sued Dun & Bradstreet, alleging that the combination of the two companies created a near monopoly, in violation of federal law, when Dun & Bradstreet acquired more than 90 percent of the market for kindergarten through twelfth grade marketing data (K-12 data), which is used to market books, educational materials, and other products to teachers and other educators nationwide. The $29 million acquisition was below the threshold that would have triggered pre-merger filing requirements, and therefore the companies were not required to notify the FTC and Department of Justice.
The FTC settlement requires Dun & Bradstreet to divest certain assets to MCH Inc., an institutional and educational data company active in the K-12 data market, to restore competition that was eliminated as a result of the transaction. Under the terms of the settlement, Dun & Bradstreet will be required to sell MCH an updated K-12 database, the QED name, and certain associated intellectual property.
The settlement also includes additional terms to ensure that the divestiture restores competition. For example, certain Dun & Bradstreet customers will have the option to terminate their contracts with the firm without penalty so that they can consider doing business with MCH. The order also releases certain Dun & Bradstreet employees from restrictions on their ability to work for MCH. In addition, Dun & Bradstreet will be required to provide MCH with technical assistance for up to one year. Finally, the order calls for the appointment of a Commission-designated monitor to ensure compliance with its terms.
The FTC vote to approve the consent agreement and issue the order as final was 5-0. The FTC will publish an announcement regarding the agreement in the Federal Register shortly. The agreement, though final, will be subject to public comment for 30 days, beginning today and continuing through October 12, 2010.
To file a public comment electronically, please click on the following hyperlink and follow the instructions: https://ftcpublic.commentworks.com/ftc/mdr. Written comments should be addressed to the FTC, Office of the Secretary, Room H-135, 600 Pennsylvania Avenue, N.W., Washington, DC 20580. The FTC is requesting that any comment filed in paper form near the end of the public comment period be sent by courier or overnight service, if possible, because U.S. postal mail in the Washington area and at the Commission is subject to delay due to heightened security precautions. Copies of the complaint, consent agreement, and an analysis of the agreement to aid in public comment are available from both the FTC’s website at http://www.ftc.gov and the FTC’s Consumer Response Center, Room 130, 600 Pennsylvania Avenue, N.W., Washington, DC 20580.
NOTE: Consent agreements are for settlement purposes only and do not constitute an admission by the respondents of a law violation. When the Commission issues a consent order on a final basis, it carries the force of law with respect to future actions. Each violation of such an order may result in a civil penalty of up to $16,000.
The FTC’s Bureau of Competition works with the Bureau of Economics to investigate alleged anticompetitive business practices and, when appropriate, recommends that the Commission take law enforcement action. To inform the Bureau about particular business practices, call 202-326-3300, send an e-mail to email@example.com, or write to the Office of Policy and Coordination, Room 394, Bureau of Competition, Federal Trade Commission, 600 Pennsylvania Ave, N.W., Washington, DC 20580. To learn more about the Bureau of Competition, read “Competition Counts” at http://www.ftc.gov/competitioncounts.