Legal Library: Cases and Proceedings

A final consent order settled antitrust concerns stemming from General Electric Company’s proposed acquisition of Agfa-Gevaert N.V.’s nondestructive testing business. According to the complaint issued with the consent order, the transaction as proposed would have eliminated competition in the United States markets for portable flaw detectors, corrosion thickness gages, and precision thickness gages - equipment used to inspect the tolerance of materials without damaging them or impairing their future usefulness. The consent order requires General Electric to divest its worldwide Panametrics Ultrasonic NDT business to R/D Tech, Inc. within 20 days after the transaction is completed.

An association of household goods movers agreed to settle FTC charges that it violated the antitrust laws by engaging in the collective filing of tariffs on behalf of its members who compete in the provision of moving services in the state of Alabama. The conduct is not protected by the state action doctrine because it was not actively supervised by the state. Under terms of a final consent order, Alabama Trucking Association, Inc. agreed to stop filing tariffs containing collective intrastate rates and to void collectively filed tariffs currently in effect in Alabama.

Southern Union Company settled antitrust concerns stemming from its proposed acquisition of the Panhandle pipeline from CMS Energy Corporation. The consent order permitted the acquisition but required Southern Union to terminate an agreement to manage the Central pipeline which transports natural gas to several counties in Missouri and Kansas.

A consent order permits the acquisition of Global Industrial Technologies, Inc. and requires the divestiture of two refractories manufacturing facilities – Global’s Hammond, Indiana and Marelan, Quebec plants – to Resco Products, Inc. According to the complaint, the proposed acquisition would create the largest producer of refractories in North America with dominant positions in the magnesia - carbon brick refractory market and in the high alumina brick refractory market. Refractories are used to line furnaces in many industries that involve the heating or containment of solids, liquids, or gases at high temperatures.

Amgen settled antitrust charges that its proposed $16 billion acquisition of Immunex Corporation would reduce competition and tend to create a monopoly in the biopharmaceutical markets for neutrophil (white blood cell) regeneration factors; tumor necrosis factor (TNF) inhibitors; and interleukin-1 (IL-1) inhibitors. The consent order requires the firms to sell all of Immunex's assets related to Leukine -a neutrophil regeneration factor -to Schering AG; license certain intellectual property rights to TNF inhibitors to Serono S.A.; and license certain intellectual property rights related to IL-1 inhibitors to Regeneron Pharmaceuticals Inc.

Roche agreed to divest, certain assets in the U.S. and Canada to settle antitrust concerns stemming from its proposed acquisition of Corange Limited. The consent order permits the acquisition but requires the divestiture of Cardiac thrombolytic agents (drugs used to treat heart attack victims) and ongoing business assets relating to chemicals used to test for the presence of illegal or abused drugs.

The consent order required the divestiture of Blue Circle Industries PLC's cement business serving the Great Lakes region of Ohio, Michigan, Illinois, Wisconsin and New York; its cement business in the Syracuse, New York; and its lime business in the southeast United States. These divestitures settled antitrust concerns stemming from Lafarge's proposed merger with Blue Circle. The two firms are market leaders in the industry for cement and lime.

A consent order settled antitrust concerns stemming from Exxon's acquisition of Mobil Corporation, but requires the largest retail divestiture in Commission history. The divestitures, representing only a fraction of the worldwide assets of Exxon and Mobil, include 2,431 gas stations; an Exxon refinery in California; a pipeline; and other assets. According to the complaint, the proposed merger would injure competition in moderate concentrated markets -California gasoline refining, marketing and retail sales of gasoline in the Northeast, Mid-Atlantic and Texas; and in the highly concentrated markets for jet turbine oil.

The final order, modified after the public comment period, does not require the divestiture of a Lucky (American Stores Company) store in Lompoc, California to Ralph's. Albertson's Inc. agreed to divest 104 supermarkets and American Stores Company agreed to divest 40 supermarkets to settle charges that Albertson's acquisition of American Stores raises antitrust concerns in 57 markets in California, Nevada and New Mexico. The divestiture agreement is the largest retail divestiture of supermarkets ever required by the Commission to date.

Airgas, Inc., the nation's largest distributor of industrial, medical, and specialty gases, settled antitrust charges that its January 2000 acquisition of Mallinckrodt, Inc.'s Puritan Bennett Medical Gas Business eliminated competition in the North American market for the production and sale of nitrous oxide. Under terms of the order, Airgas is required to divest two nitrous oxide plants and related assets to Air Liquide America Corporation within 10 days after the Commission issues its final order. Nitrous oxide is a clear, odorless gas used mainly in dental and surgical procedures as an analgesic agent or as a supplement to anesthesia.

The Commission negotiated an agreement with The Hearst Corporation (Hearst) to settle a permanent injunction action filed by the FTC alleging that Hearst failed to provide documents required by premerger notification law and then consummated a merger that monopolized the integrated drug information database market. Under the terms of the order, Hearst divested the Medi-Span business to Lippincott Williams & Wilkins, Inc. , a subsidiary of Wolters Kluwer, n.v., disgorged $19 million in profits, and to complied with certain other obligations.

Hearst and its subsidiary paid a $4 million civil penalty to settle charges that they failed to include required documents in the notification and report form file in 1998 for the proposed acquisition of Medi-Span International, Inc. The complaint alleged that the omitted documents hindered the antitrust agencies in their review and analysis of the proposed acquisition. The complaint, stipulation and final judgment were filed in U.S. District Court for the District of Columbia by Commission attorneys acting as special attorneys to the United States Attorney General. During fiscal year 2001, the Commission filed a related complaint for a permanent injunction alleging that Hearst and First DataBank created a monopoly through the acquisition of Medi-Span, First DataBank's only other competitor selling software and data detailing information for pharmaceutical prices, descriptions, dosages, and interactions. The Final Order and Stipulation requiring divestiture and disgorgement of profits was entered December 18, 2001.

Tyco settled antitrust concerns relating to its acquisition of Mallinckrodt, Inc. Tyco agreed to divest its endotracheal tube business to Hudson RCI.

The consent order settles antitrust concerns stemming from the acquisition of ADT Automotive Holdings, Inc., the nation's third largest operator of wholesale motor vehicle auctions, by Manheim Auctions, the nation's leading operator of auctions.  The complaint alleged that the proposed acquisition would substantially reduce competition among wholesale auction services in six geographic markets.  In addition, the complaint alleges that Manheim's 1996 acquisition of its only rival in Phoenix resulted in a merger to monopoly in that market.  The order requires Manheim to divest nine auctions in Kansas City, Missouri; Denver and Colorado Springs, Colorado; Atlanta, Georgia; San Francisco, California; Seattle, Washington; Tampa, Orlando and Daytona Beach, Florida; and Phoenix, Arizona.