UNITED STATES OF AMERICA
In the Matter of
SWEDISH MATCH NORTH AMERICA INC., a corporation, and
Docket No. 9296
ORDER DISMISSING COMPLAINT
Pursuant to a February 10, 2000 Asset Purchase Agreement, Swedish Match North America, Inc. ("Swedish Match") -- a wholly owned subsidiary of Swedish Match AB, a foreign corporation headquartered in Stockholm, Sweden -- proposed to acquire the loose leaf chewing tobacco brands and certain other assets of National Tobacco Company, L.P. ("National") for approximately $165 million (the "Acquisition"). On June 22, 2000, the Commission authorized the commencement of an action under Section 13(b) of the Federal Trade Commission Act, 15 U.S.C. § 53(b), to seek a preliminary injunction barring the Acquisition during the pendency of administrative proceedings. On December 14, 2000, the United States District Court for the District of Columbia issued an order restraining and enjoining any further performance of the February 10, 2000, Asset Purchase Agreement, pending conclusion of administrative proceedings before the Commission or further order of the Court. On December 21, 2000, the Commission issued an administrative complaint in this matter, alleging, inter alia, that the Asset Purchase Agreement violated Section 5 of the FTC Act, 15 U.S.C. § 45, and that the Acquisition, if consummated, would violate Section 7 of the Clayton Act, 15 U.S.C. § 18, and Section 5 of the FTC Act.
By letter delivered to the Commission by telefax on December 22, 2000, Swedish Match AB withdrew the Hart-Scott-Rodino Antitrust Improvements Act of 1976 Notification and Report Form, for Transaction No. 2000-1965, which it had filed in connection with the proposed Acquisition. Counsel for Swedish Match, with the concurrence of National, further advised the Commission that Swedish Match and National had determined to abandon the February 10, 2000 Asset Purchase Agreement. The Commission has determined to place this letter on the public record of this proceeding.
Upon consideration of the withdrawal by Swedish Match AB of its Notification and Report Form for Transaction No. 2000-1965, and of the representation by Swedish Match, with the concurrence of National, that Swedish Match and National have determined to abandon the February 10, 2000 Asset Purchase Agreement, the Commission has determined that it would be in the public interest to dismiss the administrative complaint in this matter without prejudice. The withdrawal of the Notification and Report Form -- and the parties' abandonment of the February 10, 2000 Asset Purchase Agreement -- ensure that the most important elements of the relief set out in the administrative complaint's Notice of Contemplated Relief have been accomplished without the need for further litigation in this case. Therefore, the public interest warrants dismissal of the administrative complaint. The Commission has determined to do so, however, without prejudice, because it is not reaching a decision on the merits.(1)
For the foregoing reasons, the Commission has concluded that the administrative complaint in this matter should be dismissed without prejudice. Accordingly,
IT IS ORDERED that the Administrative Complaint in this matter be, and it hereby is, dismissed without prejudice.
Donald S. Clark
ISSUED: January 4, 2001
1. See R.J. Reynolds Tobacco Company, Docket No. 9285, Order Dismissing Complaint (January 26, 1999), at 4.