Tag: Merger

The Commission authorized staff to seek a preliminary injunction to block DGF’s proposed acquisition of Leiner Davis Gelatin Corporation and its Goodman Fielder USA, Inc. subsidiary. According to the Commission this transaction, if allowed to proceed as planned, would increase the likelihood of anticompetitive activity in the U.S. market for pigskin and beef hide gelatin, used by the food industry as an ingredient in edible products and by the pharmaceutical industry to produce capsules and tablets. The combination of the two firms would account for more than 50 percent of the relevant market in the U.S. A proposed consent agreement designed to remedy the significant antitrust concerns was accepted for public comment March 7, 2002; the consent order was finalized April 17, 2002.

The consent order permits WA's acquisition of FAG Kugelfischer Georg Schufer AG but requires the divestiture of FAG'S cartridge ball screw support bearing business to Aktiebolaget SKF within 20 business days after the consummation of the INAJFAG transaction. According to the complaint issued with the consent order, the acquisition, as planned, would create a monopoly in the worldwide market for cartridge ball screw support bearings, a type of bearing used in the manufacture of machine tool equipment.

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.

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.

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.

Metso settled charges that if its acquisition of Svedala Industries AB were allowed to proceed as planned, competition would be lessened in four rock processing equipment markets: primary gyratory crushers; jaw crushers; cone crushers; and grinding mills. The firms agreed to divest Metso's worldwide primary gyratory crusher and grinding mill businesses and Svedala's worldwide jaw crusher and cone crusher businesses. The three crusher businesses would be purchased by Sandvik AB, a Swedish corporation; the grinding mill business would be purchased by Outokumpu of Finland. Metso and Svedala are the two largest suppliers of rock processing equipment in the world.

The consent order permitted the merger of Establissements Delhaize Freres et Cie “Le Lion” S.A. and Delhaize America, Inc. with Hannaford Bros. Co. and required the sale of 37 Hannaford supermarkets and one Hannaford site to three different buyers.

Siemens settled charges relating to its proposed $9 billion acquisition of Atecs Mannesmann AG, a subsidiary of Vodafone. The consent order requires, among other things, the divestiture of Vodafone's Mannesmann Dematic Postal Automation business to Northrop Grumman Corporation. Siemens and Vodafone, through its Dematic subsidiary, are the two leading suppliers of postal automation systems in the world.

A final order permitted the $4 billion merger of MCN, a natural gas utility servicing communities in Michigan, and DTE, a public utility engaged in the generation and sale of electricity in Detroit and southeastern Michigan. The consent order resolves Commission concerns that the merger would lessen competition in the local distribution of electricity and in the local distribution of natural gas in the city of Detroit and in the Michigan counties of Macomb, Monroe, Oakland, Washtenaw and Wayne. MCN is the parent of Michigan Consolidated Gas Company and DTE is the parent holding company of The Detroit Edison Company.

The FTC sought a preliminary injunction to block H.J. Heinz Company's (Heinz) proposed $185 million acquisition of Milnot Holding Company, owner of Beech-Nut Nutrition Corporation (Beech-Nut), citing concerns that the transaction would reduce the number of competitors in the baby food market from three to two, creating a duopoly. Heinz and Beech-Nut are the nation's second- and third-largest producers of prepared baby food.  The district court denied the motion, but the U.S. District Court of Appeals for the District of Columbia reversed the federal district court decision and granted the Commission’s request for entry of a preliminary injunction.  Soon after, the parties abandoned the transaction.

The consent order permits the acquisition of Hughes Space and Communications, a subsidiary of General Motors Corporation, but prohibits Boeing from providing systems engineering and technical assistance (SETA) to the U.S. Department of Defense for a specific classified program. According to the complaint, Boeing is the sole supplier of SETA programs and Hughes is one of two competing contractors.