Tag: Merger

Joint venture NEXUS Gas Transmission, LLC, and its member companies, DTE Energy Company and Enbridge Inc., settled Federal Trade Commission charges that the joint venture’s acquisition of an Ohio pipeline would likely harm competition to provide natural gas pipeline transportation in a three-county area that includes Toledo, Ohio. The complaint alleged that NEXUS’s purchase of Generation from North Coast Gas Transmission LLC (“North Coast”) and several other owners is anticompetitive due to a non-compete clause that keeps North Coast from competing to provide natural gas pipeline transportation, for three years after the acquisition closes, in parts of the Ohio counties of Lucas, Ottawa, and Wood. The 2019 consent agreement preserved competition by requiring the parties to eliminate the non-compete clause from the sales agreement. Also, absent prior Commission approval, Nexus, DTE, and Enbridge were barred from participating in a written or oral agreement that restricts competition between any of them and another provider of natural gas pipeline transportation in the Ohio counties of Lucas, Ottawa, and Wood. On Sept. 24, 2021, the FTC announced a petition from DTE to reopen and modify the 2019 order. The Commission announced approval of the order modification on November 24, 2021.

Pharmaceutical and biologic manufacturers Bristol-Myers Squibb Company and Celgene Corporation agreed to divest Celgene’s Otezla, the most popular oral treatment in the United States for moderate-to-severe psoriasis, for $13.4 billion. The divestiture settled Federal Trade Commission charges that BMS’s proposed $74 billion acquisition of Celgene would violate federal antitrust law. Under the terms of the proposed consent order, the parties were required to divest Celgene’s worldwide Otezla business – including its regulatory approvals, intellectual property, contracts, and inventory – to Amgen, Inc. no later than 10 days after consummating the proposed acquisition. On Nov. 12, 2021, the Commission  announced that it has approved certain modifications to Bristol Meyers Squibb’s divestiture agreements.

The Federal Trade Commission issued a proposed order imposing strict limits on future mergers by DaVita, Inc., a dialysis service provider with a history of fueling consolidation in life-saving health industries. The complaint alleged that DaVita’s proposed acquisition of the University of Utah Health’s dialysis clinics would reduce competition in vital outpatient dialysis services in the Provo, Utah market. Under the proposed order, DaVita is required to divest three Provo-area dialysis clinics to Sanderling Renal Services, Inc. and is prohibited from entering into or enforcing non-compete agreements and other employee restrictions.

The Federal Trade Commission filed an administrative complaint and authorized a suit in federal court, to block Hackensack Meridian Health, Inc.’s proposed acquisition of Englewood Healthcare Foundation. The complaint alleges that the merged healthcare system would control three of the six inpatient general acute care hospitals in Bergen County, New Jersey. The proposed acquisition would eliminate close competition between Hackensack Meridian Health and Englewood in Bergen County and leave insurers with few alternatives for inpatient general acute care services, which encompass a broad range of inpatient medical and surgical diagnostic and treatment services that require an overnight hospital stay. The administrative trial will begin 30 days after the Third Circuit Court of Appeals rules on the appeal of the Preliminary Injunction.