The Federal Trade Commission has given final approval to a consent agreement with Ceridian Corporation and its subsidiary Comdata Holdings Corporation, the nation's largest provider of commercial credit cards known as "trucking fleet-cards," that addresses the anti-competitive effects resulting from Ceridian's consummated acquisitions of NTS Corporation and Trendar Corporation. At the time they were acquired, NTS was Comdata's most significant competitor in the fleet card market and Trendar owned the dominant fuel purchase desk automation system by which truck stops effect fleet card transactions.
According to the Commission's complaint, Ceridian's acquisitions of NTS and Trendar violated the Clayton Act and the FTC Act because they gave Comdata the power to control entry into, and expansion by existing providers in, both the market to provide trucking fleet cards and the market for the systems used to read them at truck stops throughout the United States.
In September 1999, the Commission provisionally accepted a consent agreement, the terms of which were modified before being finalized by the Commission. Under the FTC order:
- For three years, Comdata is required to grant 10-year licenses to the Trendar system to new and existing fleet card issuers. Comdata is also required to refer licensees to a third-party developer approved by the Commission who will perform all programming or other services necessary to enable the licensees to process transactions on the Trendar system. The settlement further requires Comdata to grant equal access to the current and future features of the Trendar system, and prohibits Comdata from discriminating against other cards.
- For three years, Comdata is required to grant 10-year licenses to fuel purchase desk automation system suppliers currently processing Comdata's fleet cards, as well as to the first three new system providers that request a license. Licenses granted to new system providers are transferable, so if a better-positioned entrant emerges in the future, it can acquire a license. All licensees will have complete and equal access to all Comdata card functions, upgrades and new developments, and Comdata is prohibited from discriminating against any fuel purchase desk automation system by charging transaction fees based on which system is used.
- To help prevent the flow of confidential information obtained from Comdata's competitors between the company's fleet card and fuel purchase desk automation system businesses (Comdata cards and Trendar, respectively), Comdata is prohibited from transferring any nonpublic information obtained by these businesses between one another.
- To ensure Ceridian's compliance, the Commission has approved the appointment of a trustee to monitor any disputes, claims or controversies arising under the order.
In a modification of the provisionally accepted settlement, the final consent order requires that licenses be granted to the first three new system providers that apply for licenses to the Federal Trade Commission's Bureau of Competition, by facsimile at (202) 326-2655, and are approved by the Commission.
The consent agreement was announced for public comment on October 14, 1999. The Commission voted 5-0 to issue it in final form on April 5, 2000. The Commission also issued a joint concurring statement, in which it stated that, in its opinion, the order "provides the most appropriate relief available" in this matter. As the investigation leading to the consent order was begun after the transactions were consummated, the Commission wrote, and Ceridian had already integrated its networks and the acquired businesses, the order was accepted "to offset the loss of competition occasioned by the acquisitions." Finally, the Commission stated that it remains concerned about the complexity of the behavioral remedy required in this case, and will review the effectiveness of the remedy over the next few years and "carefully monitor Ceridian's compliance with this order."
Copies of the final consent agreement are available from the FTC's web site at http://www.ftc.gov and also from the FTC's Consumer Response Center, Room 130, 600 Pennsylvania Avenue, N.W., Washington, D.C. 20580; 877-FTC-HELP (877-382-4357); TDD for the hearing impaired 1-866-653-4261. To find out the latest news as it is announced, call the FTC NewsPhone at 202-326-2710.
(FTC File No. 981-0030)
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