Tag: Horizontal

Federal-Mogul, one of the world's leading producers of thinwall bearings used in car, truck and heavy equipment engines, agreed to divest the thinwall bearings assets it acquired in its $2.4 billion takeover of T&N, plc. to settle FTC charges that the acquisition would likely substantially reduce competition in the worldwide market for thinwall bearings. According to the FTC, Federal-Mogul and T&N, headquartered in Manchester, England, have a combined market share in the United States of nearly 80 percent or more in each of the four markets identified in the complaint. The FTC consent order requiree Federal-Mogul to divest the thinwall bearings business of T&N, which includes the assets and plants that T&N uses to make thinwall bearings, as well as intellectual property that T&N uses to develop and design new bearings to meet the needs of engines that OEMs will develop in the future. To ensure that the divested thinwall bearings business would be in the same position that T&N had been in terms of research, the proposed order identifies individuals in T&N who worked on bearings research and development, and requires Federal-Mogul and T&N to assign those personnel to the businesses to be divested.

Exxon will divest its viscosity index improver business to Chevron Chemical Company LLC to settle allegations that its proposed joint venture with Royal Dutch Shell to develop, manufacture and sell their fuel and lubricants additives would reduce competition and lead to collusion among the remaining firms in the market.

Consent order settles charges that the acquisition of Petroleum Information Corporation could create a monopoly for production and well history data used by geologists and petroleum engineers to find additional oil and gas reserves. The settlement requires Dwight to license a complete set of well history to HPDI, an independent competitor, or another Commission-approved licensee.

Nortek, Inc., agreed to settle FTC charges that its $242.5 million acquisition of NuTone, its closest competitor in the hard-wired residential intercom business, would violate federal antitrust laws by creating a dominant firm that could drive up prices in the market.  Nortek, based in Providence, Rhode Island, controls 31 percent of the market for hard- wired residential intercoms, through its M & S subsidiary. NuTone is the leading seller of residential intercoms, with about 56 percent of the market. Together, the merged firm would control about 87 percent of U.S. hard-wired residential intercom sales.To settle the FTC charges, Nortek agreed to divest M & S, its wholly-owned subsidiary and the second-largest seller of hard-wired residential intercoms in the United States.

Sky Chefs modified its acquisition plans, excluding Ogden Corporation's in-flight catering operation at the McCarran International Airport in Las Vegas, Nevada from its purchase agreement, to settle Commission concerns that the consolidation of the two firms in Las Vegas would lead to higher prices for airline catering services. The consent order prohibits Sky Chefs from making certain acquisitions without Commission approval for 10 years.

The Commission authorized staff to file separate motions in federal district court to block the mergers of the nation's four largest drug wholesalers into two wholesale distributors of pharmaceutical products. The Commission charged that Cardinal 's proposed acquisition of Bergen Brunswig Corporation and McKesson Corporation's proposed acquisition of AmeriSource Health Corp. would substantially reduce competition in the market for prescription drug wholesaling and lead to higher prices and a reduction in services to the companies' customers --hospitals, nursing homes and drugstores --and eventually to consumers. Two separate motions for preliminary injunctions were filed in the U.S. District Court for the District of Columbia March 6, 1998. On July 31, 1998, the District Court granted the Commission's motions enjoining both proposed mergers. The parties abandoned their respective merger plans soon after the decision.

Global Industrial Technologies, Inc. agreed to restructure its proposed acquisition of AP Green Industries, Inc. to resolve FTC allegations that the merger would likely substantially reduce competition by combining the two largest domestic producers of glass-furnace silica refractories in the United States. Under the terms of a settlement, Global divested AP Green’s silica refractories business to a Commission-approved buyer.

Degussa agreed to restructure a proposed transaction to acquire only one hydrogen peroxide production plant from E. I. Dupont de Numbers & Co., to obtain prior Commission approval before acquiring certain other Dupont production plants and to notify the Commission of its attempts to acquire hydrogen peroxide facilities in specific areas. Originally, Degussa had planned to acquire all of Dupont's hydrogen peroxide facilities in North America.

LandAmerica agreed to divest title plants in 11 areas to settle antitrust allegations that its proposed acquisition of Commonwealth Land Title Insurance Company and Transnation Title Insurance Company, subsidiaries of Reliance Group Holdings, Inc. would reduce competition in title plant services --underwriting title insurance in the real estate industry. The consent order requires the divestiture of the title plants of Lawyers Title or those of Reliance Group to an acquirer approved by the Commission within six months.

CUC International settled allegations that its proposed acquisition of HFS, Inc. would create a virtual monopoly in the worldwide market for full-service timeshare exchange services. CUC operates more than 20 membership-based consumer services companies, while HFS subsidiary, Resort Conduminiums International, is the world's largest provider of timeshare vacation exchanges.  Timeshare owners rely on exchange services to process exchanges. The consent order requires divestiture of CUC's interval timeshare business to Interval Acquisition Corporation, a new entrant. Should this divestiture not take place, the consent order requires CUC to divest either Interval or HFS' Resort Condominiums International.

Consent order settles charges that Cablevision's acquisition of certain cable operations in northern New Jersey and in New York from Tele-Communications Inc. would result in higher prices and lower quality of cable television services for residents of Paramus and Hillsdale, New Jersey. The settlement requires divestiture of TCI's cable systems in the two cities.

Shell Oil and Texaco settled allegations that their proposed joint venture would reduce competition and could raise prices for gasoline in Hawaii, California, and Washington and the price of asphalt in California. The consent order requires Shell to divest a package of assets, including Shell's Anacortes, Washington refinery; a terminal and retail gasoline stations in Oahu, Hawaii and retail gas stations, and a pipeline in California.

Consent order settles charges that Johnson's acquisition of Dow brands would adversely affect competition and potentially raise the prices consumers pay for soil and stain removers and glass cleaners. The consent order requires the divestiture of Dow's "Spray 'n Starch", "Spray 'n Wash", and "Glass Plus" businesses to Reckitt & Colrnan.

The complaint accompanying the proposed consent order alleged that the merger between Guinness and Grand Metropolitan PLC would eliminate substantial competition between the two firms in the sale and distribution of premium Scotch and premium gin in the U.S. The order requires the divestiture of Dewar's Scotch, Bombay gin, and Bombay Sapphire gin brands worldwide to acquirers pre-approved by the Commission.

Dow agreed to settle allegations that its acquisition of Sentrachem Limited would have substantially lessened competition for the research and manufacture of chelating agents (chemicals used in cleaners, pulp and paper, water treatment, photography, agriculture, food and pharmaceuticals to neutralize and inactivate metal ions) by combining two of the three U.S. producers of the product. The terms of the consent order require Dow to divest Sentrachem's U.S. chelant business to Akzo Novel N.V.

Insilco agreed to divest two aluminum tube mills acquired in its acquisition of Helima-Helvetion International, Inc. to settle antitrust concerns that the acquisition would substantially reduce competition in the markets for welded-seam aluminum radiator and charged air cooler tubing in North America.