UNITED STATES OF AMERICA
BEFORE FEDERAL TRADE COMMISSION
In the Matter of
RHODIA, a corporation,
DONAU CHEMIE AG, a corporation, and
ALBRIGHT & WILSON PLC, a corporation.
File No. 991-0237
AGREEMENT CONTAINING CONSENT ORDERS
The Federal Trade Commission ("Commission"), having initiated an
investigation of the acquisition by Rhodia from Donau Chemie A.G. ("Donau") of
Albright & Wilson PLC ("Albright & Wilson"), and it now appearing that
Rhodia, Donau and Albright & Wilson, hereinafter sometimes referred to as
"Proposed Respondents," are willing to enter into this Agreement Containing
Consent Orders ("Consent Agreement") to divest certain assets and providing for
IT IS HEREBY AGREED by and between Proposed Respondents, by their duly
authorized officers and attorneys, and counsel for the Commission that:
- Proposed Respondent Rhodia is a corporation organized, existing and doing business under
and by virtue of the laws of France, with its office and principal place of business
located at 26, quai Alphonse Le Gallo, 92512 Boulogne-Billancourt Cédex, France.
- Proposed Respondent Donau is a corporation organized, existing and doing business under
and by virtue of the laws of Austria, with its office and principal place of business
located at Am Heumarkt 10, A-1037, Vienna, Austria.
- Proposed Respondent Albright & Wilson is a corporation organized, existing and doing
business under and by virtue of the laws of the United Kingdom, with its office and
principal place of business located at 210-222 Hagley Road West, Oldbury, West Midlands,
B68 ONN, England.
- Proposed Respondents admit all the jurisdictional facts set
forth in the draft of Complaint here attached.
- Proposed Respondents waive:
- any further procedural steps;
- the requirement that the Commission's Decision & Order
contain a statement of findings of fact and conclusions of law;
- all rights to seek judicial review or otherwise to
challenge or contest the validity of the Decision & Order entered pursuant to this
Consent Agreement; and
- any claim under the Equal Access to Justice Act.
- Proposed Respondents shall submit within thirty (30) days
of the date this Consent Agreement is signed by Proposed Respondents an initial report,
pursuant to Commission Rule 2.33, 16 C.F.R. § 2.33, signed by Proposed Respondents,
setting forth in detail the manner in which Proposed Respondents have complied and will
comply with the Order to Maintain Assets and with Paragraphs II. and III. of the Decision
& Order. Such report will not become part of the public record unless and until this
Consent Agreement and the accompanying Decision & Order and Order to Maintain Assets
are accepted by the Commission for public comment.
- This Consent Agreement shall not become part of the public
record of the proceeding unless and until it is accepted by the Commission. If this
Consent Agreement is accepted by the Commission, it, together with the Complaint
contemplated thereby, will be placed on the public record for a period of thirty (30) days
and information in respect thereto publicly released. The Commission thereafter may either
withdraw its acceptance of this Consent Agreement and so notify Proposed Respondents, in
which event it will take such action as it may consider appropriate, or amend its
complaint if circumstances so require and issue its Decision & Order, in disposition
of the proceeding.
- This Consent Agreement is for settlement purposes only and
does not constitute an admission by Proposed Respondents that the law has been violated as
alleged in the draft Complaint here attached, or that the facts as alleged in the draft
Complaint, other than jurisdictional facts, are true.
- Because there may be interim competitive harm, and
divestiture or other relief resulting from a proceeding challenging the legality of the
proposed acquisition might not be possible, or might be less than an effective remedy, the
Commission may issue an Order to Maintain Assets in this matter.
- Proposed Respondents have read the Order to Maintain Assets
contemplated hereby. Proposed Respondents agree to comply with the terms of the attached
Order to Maintain Assets from the date the Order to Maintain Assets is served on Proposed
Respondents. The Order to Maintain Assets shall become final upon service. Delivery of the
Order to Maintain Assets to Proposed Respondents' United States counsel named in the
Consent Agreement by any means specified in Commission Rule 4.4(a), 16 C.F.R.
§ 4.4(a), shall constitute service. The Proposed Respondents waive any right they
might have to any other manner of service. When final, this Order to Maintain Assets shall
have the same force and effect and may be altered, modified or set aside in the same
manner and within the same time provided by statute for other orders. Proposed Respondents
may be liable for civil penalties in the amount provided by law for each violation of the
Order to Maintain Assets after it becomes final.
- This Consent Agreement contemplates that, if it is accepted
by the Commission, the Commission may (1) issue its Complaint corresponding in form and
substance with the draft Complaint here attached, and its Order to Maintain Assets, and
(2) make information public with respect thereto. If such acceptance is not subsequently
withdrawn by the Commission pursuant to the provisions of Commission Rule 2.34, 16 C.F.R.
§ 2.34, the Commission may, without further notice to Proposed Respondents, issue
the attached Decision & Order containing an order to divest in disposition of the
proceeding. When so entered, the Decision & Order shall have the same force and
effect, and may be altered, modified or set aside in the same manner and within the same
time provided by statute for other orders. The Decision & Order shall become final
upon service. Delivery of the Complaint and the Decision & Order to Proposed
Respondents' United States counsel named in this Consent Agreement by any means specified
in Commission Rule 4.4(a), 16 C.F.R. § 4.4(a), shall constitute service. Proposed
Respondents waive any right they may have to any other manner of service. The Complaint
may be used in construing the terms of the Decision & Order, and no agreement,
understanding, representation, or interpretation not contained in the Decision & Order
or the Consent Agreement may be used to vary or contradict the terms of the Decision &
- By signing this Consent Agreement, Proposed Respondents
represent that they can accomplish the full relief contemplated by the attached Order to
Maintain Assets and Decision & Order.
- Proposed Respondents have read the Complaint and Decision
& Order contemplated hereby. Proposed Respondents understand that once the Decision
& Order has been issued, they will be required to file one or more compliance reports
showing that they have fully complied with the Decision & Order. Proposed Respondents
agree to comply with the terms of the Decision & Order from the date they sign this
Consent Agreement. Proposed Respondents further understand that they may be liable for
civil penalties in the amount provided by law for each violation of the Decision &
Order after it becomes final.
- If the Commission accepts the Consent Agreement for public
comment, it will excuse Proposed Respondents from their obligation to comply with all
outstanding information requests and terminate the waiting period established by Section
7A of the Clayton Act, 15 U.S.C. § 18a.
Signed this _______ day of ___________, 2000.
||FEDERAL TRADE COMMISSION
Michael N. Sohn, Esq.
Counsel for Rhodia
DONAU CHEMIE A.G.
Alain de Krassny
ALBRIGHT & WILSON PLC
Paul F. Rocheleau
Chief Executive Officer
George S. Cary, Esq.
Counsel for Donau Chemie A.G. and
Albright & Wilson PLC
|Robert S. Tovsky
Morris A. Bloom
Deputy Assistant Director
Richard G. Liebeskind
Molly S. Boast
Senior Deputy Director
Richard G. Parker
Bureau of Competition