Commission approval of proposed license-back agreement: The Commission has approved a petition from BayerCropScience AG (BCS), requesting that the FTC amend the Sale and Purchase Agreement (SPA) between BCS and BASF Aktiengesellschaft (BASF) to permit an exclusive license back to BCS for the agricultural use of the chemical insecticide active ingredient Fipronil. The amendment to the SPA alters the language of Section 2.1.12(a), which grants a license-back for the use of Fipronil for nonagricultural use in Latin America (except Brazil and Mexico) and Asia, except for termite applications and liquid formulations, that were excluded from the license-back and retained by BASF. The license-back does not include the United States. In its petition, BCS stated that because the amended license-back agreement would “maximize the potential of the Fipronil Business in Latin American and Asian countries,” it would enable BASF to maximize the value it can realize from its existing Fipronil assets.
The Commission vote to approve the license-back agreement was 4-0-1, with Chairman Deborah Platt Majoras not participating. (FTC File No. 011-0199, Docket No. C-4049; the staff contact is Wallace W. Easterling, Bureau of Competition, 202-326-2936; see press releases dated May 30, 2002 and October 13, 2004.)
Commission approval of Federal Register notice: The Commission has approved the publication of a Federal Register notice announcing changes in the two threshold figures that define when it is unlawful for an individual to serve as an officer or director of two or more competing corporations. Under the new thresholds, effective immediately, Section 8 of the Clayton Act is applicable to such arrangements (with certain exceptions) if each of two companies has capital, surplus, and undivided profits in excess of $21,327,000, and the competitive sales of each corporation exceed $2,132,700.
As detailed in the notice, which is posted on the Commission’s Web site, Section 8 of the Clayton Act charges the FTC with preventing and eliminating unlawful interlocking directorates. A 1990 amendment to Section 8 requires the FTC to adjust the thresholds that trigger the prohibition – originally set at $10 million and $1 million, respectively – each year, based on the change in the Gross National Product. The Commission vote to adjust the threshold levels and announce the changes in the Federal Register was 5-0. (FTC File No. P859910; staff contact is James Mongoven, Bureau of Competition, 202-326-2879.)
Petition for approval of proposed divestiture: Magellan Midstream Partners, L.P. (Magellan) has filed a petition requesting the Commission’s approval of the proposed divestiture of certain assets recently acquired from Shell Oil Company (Shell). Under the terms of the FTC’s consent order concerning Magellan’s acquisition of certain pipeline and terminal assets from Shell, Magellan is required to divest a gasoline terminal located in Oklahoma City, Oklahoma. Through this application, Magellan is requesting Commission approval to divest the former Shell Oklahoma City Terminal, as that asset is defined in the order, to SemFuel, L.P. The FTC will accept public comments on the proposed divestiture for 30 days, until February 19, 2005, and thereafter will decide whether to approve it. Comments should be sent to: FTC Office of the Secretary, 600 Pennsylvania Ave., N.W., Washington, DC 20580. (FTC File No. 041-0164; the staff contact is Daniel Ducore, Bureau of Competition, 202-326-2626; see press releases dated September 29 and November 26, 2004.)
Copies of the documents mentioned in this release 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, DC 20580. Call toll-free: 1-877-FTC-HELP.
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