Legal Library: Cases and Proceedings

Agricultural products supplier Agrium Inc. has agreed to sell a range of assets as part of an agreement with the FTC that will allow the company to move forward with its acquisition of competitor CF Industries Holdings, Inc. The consent order settles charges that the acquisition would have eliminated competition in the market for anhydrous ammonia fertilizer, a product that farmers rely on to grow their crops.

The FTC preserved competition in the North American market for alumina wear tile by imposing conditions on Keystone Holdings, LLC and Compagnie de Saint-Gobain in a settlement involving Keystone’s planned acquisition of Saint-Gobain’s Advanced Ceramics Business. According to the FTC’s complaint, the deal as originally structured would have reduced competition in the relevant markets by eliminating direct competition between CoorsTek – the Keystone subsidiary that manufactures its tiles – and Saint-Gobain. In addition, the deal would increase CoorsTek’s market share substantially, eliminate CoorsTek’s most significant alumina wear tile competitor in North America, allow the combined company to raise prices for alumina wear tile, and increase the likelihood that the remaining firms could act together to raise prices for alumina wear tile.

The FTC required Pilot Corporation, owner of the largest travel center network in the United States, to sell 26 locations as part of a settlement that will replace the competition lost because of Pilot’s proposed $1.8 billion acquisition of Flying J Inc.’s travel center network. Pilot has agreed to sell the travel centers, which provide diesel, food, parking, and other amenities for truckers, to Love’s Travel Stops and Country Stores, the smallest national travel center operator, currently concentrated in the South. According to the FTC’s complaint, the deal would have reduced competition for certain long-haul trucking fleets for which Pilot and Flying J were the first and second best choices for diesel.

Rite Aid is prohibited from using facial recognition technology for security or surveillance purposes for five years to settle Federal Trade Commission charges that the retailer failed to implement reasonable procedures and prevent harm to consumers in its use of facial recognition technology in hundreds of stores.

The order requires Rite Aid to implement comprehensive safeguards to prevent these types of harm to consumers when deploying automated systems that use biometric information to track them or flag them as security risks. It also requires Rite Aid to discontinue using any such technology if it cannot control potential risks to consumers. To settle charges it violated a 2010 Commission data security order by failing to adequately oversee its service providers, Rite Aid is also required to implement a robust information security program, which must be overseen by the company’s top executives.

To settle charges that its 2008 acquisition of three LandAmerica Financial, Inc. subsidiaries was anticompetitive, Fidelity National Financial, Inc. agree to sell several title plants and related assets in six geographic areas: 1) the Portland, Oregon, metropolitan area, consisting of Clackamas, Multnomah, and Washington counties; 2) Benton County, Oregon; 3) Jackson County, Oregon; 4) Marion County, Oregon; 5) Linn County, Oregon; and 6) the Detroit, Michigan, metropolitan area consisting of Oakland, Macomb, and Wayne counties.

The Commission filed an administrative complaint against Intel Corp., the world’s leading computer chip maker, charging that the company had illegally used its dominant market position for a decade to stifle competition and strengthen its monopoly. The complaint alleged that Intel engaged in a course of conduct to shut out rivals’ competing microchips by cutting off their access to the marketplace. In particular, the complaint alleged that Intel unlawfully maintained its monopoly in relevant central processing unit, or CPU, markets, and sought to acquire a second monopoly in the relevant graphics markets, using a variety of unfair methods of competition. In August of 2010, Intel agreed to a settlement containing provisions that would undo the effects of Intel's past conduct, and prohibiting Intel from suppressing competition in the future.

Industrial gas supplier Air Products and Chemicals, Inc. reached an agreement with the Commission requiring the company to sell certain liquid gas assets to resolves FTC charges that Air Products’ proposed acquisition of Airgas would harm competition in five regional markets for bulk liquid oxygen and bulk liquid nitrogen, which are used in a range of applications from hospital patient care to the manufacture of frozen foods.

The FTC allowed the $16 billion merger of El Paso Energy Corporation and the Coastal Corporation after requiring the companies to divest their interests in 11 natural gas pipeline systems totaling more than 2,500 miles of pipe. The agreement provides for the divestiture of the proposed Gulfstream pipeline in Florida to a new purchaser - restoring competition to pre-merger levels and assuring future competition for natural gas transportation into the state. The agreement also provides for divestiture of El Paso and Coastal interests in existing natural gas pipelines serving customers in New York State and the Midwest. In addition, it would restore competition in the Gulf of Mexico by requiring the divestiture of seven pipelines and establishing a development fund for the purchaser of El Paso's Green Canyon and Tarpon pipelines to cover the costs of extending these pipelines to specified areas in the Gulf where El Paso and Coastal pipelines are significant competitors. Under the FTC’s Order, El Paso Energy divested certain pipelines in the Gulf of Mexico to Williams Field Services and established a $40 million development fund for Williams to use to build a pipeline or related facility. The Commission later modified its order to remove the requirement that El Paso maintain the development fund.

To settle FTC charges that its proposed acquisition of Alcon, Inc., would be anticompetitive, Novartis AG agreed to sell an injectable eye care drug used in cataract surgery. Novartis and Alcon are the only two U.S. providers of the class of drugs known as injectable miotics, and the FTC alleges that the acquisition would have created a monopoly in injectable miotics. The settlement requires Novartis to sell its drug Miochol-E to Bausch & Lomb, Inc.

The Commission required that carbonated soft drink company PepsiCo, Inc. restrict its access to confidential business competitive information of rival Dr Pepper Snapple Group as a condition for proceeding with PepsiCo’s proposed $7.8 billion acquisition of its two largest bottlers and distributors, which also distribute Dr Pepper Snapple Group carbonated soft drinks.