In an initial decision issued on January 5, 2012, FTC Chief Administrative Law Judge D. Michael Chappell ordered ProMedica Health System Inc to divest recently-acquired St. Luke’s Hospital to an FTC-approved buyer within 180 days after the order becomes final. See http://www.ftc.gov/os/adjpro/d9346/120105promedicadecision.pdf
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On October 21, 2011, the DOJ Antitrust Division (“DOJ”) filed a civil lawsuit in U.S. District Court in Washington, D.C. to prevent Grupo Bimbo S.A.B. de C.V. and BBU Inc. (collectively, “BBU”) from acquiring Sara Lee Corporation’s (“Sara Lee”) North American Fresh Bakery business. The DOJ simultaneously filed a Proposed Final Judgment, reflecting a settlement with BBU and Sara Lee upon which they agreed to divestitures of certain sliced bread brands and associated assets in select areas where the two companies compete head-to-head in order to proceed with the acquisition. Such divestitures would resolve competitive concerns alleged in the suit.
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On June 6, 2011, the US District Court for the District of Columbia denied defendant H&R Block’s motion to transfer venue. The district court ruled that H&R Block failed to meet their burden to show that a transfer of this case to the Western District of Missouri is warranted in the interests of justice.
Continue reading "Local Price Cutting Keeps Merger Case in DC" »
On June 1, 2011, the Federal Trade Commission (“FTC”) entered into a consent agreement with Grifols, S.A. (“Grifols”), a Spain based manufacturer of plasma-derived drugs requiring Grifols to make significant divestitures as part of a settlement allowing Grifols to acquire a leading plasma-derived drug manufacturer, Talecris Biotherapeutics Holdings Corp. The antitrust review took approximately a year as the deal was announced on June 6, 2010. The transaction was worth approximately $3.4 billion. The settlement resolves FTC charges that Grifols’ proposed acquisition of Talecris would be anticompetitive and would violate federal antitrust laws.
On May 23, 2011, the Department of Justice (“DOJ”) filed a civil antitrust lawsuit to block H&R Block Inc.’s (“H&R”) proposed acquisition of TaxAct, a digital do-it-yourself tax preparation software provider. The DOJ’s Antitrust Division filed its lawsuit in U.S. District Court in Washington, D.C., to prevent H&R Block from acquiring 2SS Holdings Inc., an entity within TA IX L.P. and the maker of TaxACT. The DOJ’s complaint details H&R’s motive to eliminate competition.
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On May 20, 2011, the DOJ announced that VeriFone Systems Inc.(“VeriFone”), Hypercom Corp. (“Hypercom”), and Ingenico S.A. (“Ingenico”) abandoned plans for Hypercom to divest its U.S. point-of-sale (“POS”) business to Ingenico as the Department of Justice (“DOJ”) did not find the divestiture adequate to resolve the competitive concerns raised by the VeriFone/Hypercom transaction.
On May 10, 2011, the Department of Justice (“DOJ”) filed a civil antitrust lawsuit challenging George’s Inc.’s (“George’s”) acquisition of Tyson Foods’ (“Tyson”) chicken processing complex in Harrisonburg, VA. This is a challenge to a consummated $3 million acquisition in a very limited geographic market in Virginia.
On May 6, 2011, Unilever NV ("Unilever”) and the U.S. Department of Justice (“DOJ”) reached an agreement to settle antitrust concerns over its $3.7 billion acquisition of hair care company Alberto-Culver Co. (“Alberto”). The DOJ’s Antitrust Division filed a civil antitrust lawsuit in U.S. District Court in Washington, D.C. to block the proposed transaction between the parties of the acquisition along with a proposed consent decree that would resolve the competitive concerns alleged in the lawsuit.
Continue reading "DOJ Settles With Unilever on Alberto Culver Acquisition" »
On April 8, 2011, the Department of Justice (“DOJ”) filed a civil antitrust lawsuit in U.S. District Court in Washington, D.C., to block the proposed acquisition of ITA Software Inc. (“ITA”) by Google Inc. (“Google”). At the same time, the DOJ filed a proposed consent decree to resolve the DOJ’s antitrust concerns. The settlement requires Google to develop and license travel software currently owned by ITA, to establish internal firewall procedures and to continue software research and development pursued by ITA. Google will also be required to provide mandatory arbitration under certain circumstances and provide a mechanism for complaints if Google acts in an unfair manner.
On April 8, 2011, Stericycle Inc. (“Stericycle”) entered into a settlement agreement with Department of Justice (“DOJ”) allowing it to proceed with its acquisition of Healthcare Waste Solutions Inc. (“HWS”). The DOJ along with the attorney general of the state of New York filed an antitrust lawsuit to block the transaction and simultaneously filed a proposed settlement to resolve antitrust concerns raised by the transaction.
On March 29, 2011, Department of Justice (“DOJ”) reached a settlement with Dean Foods Company (“Dean”) that requires Dean to divest a significant milk processing plant in Waukesha, Wis., and related assets that it acquired from the Foremost Farms USA Cooperative, including the Golden Guernsey brand name. The DOJ’s Antitrust Division and state attorneys general from Illinois, Michigan and Wisconsin, filed a proposed consent decree in U.S. District Court for the Eastern District of Wisconsin in Milwaukee. The settlement agreement resolves the antitrust concerns alleged in the civil antitrust lawsuit originally filed by the DOJ and the state attorneys general on Jan. 22, 2010.
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On January 26, 2011, in a surprising enforcement action, the Canadian Competition Bureau publically announced its application to the Competition Tribunal for an order to undo the consummated acquisition by CCS Corporation (“CCS”) of Complete Environmental Inc. (“Complete”) and its proposed Babkirk Secure Landfill in northeastern British Columbia (Babkirk”). The Competition Bureau determined, following a thorough review of the transaction, that CCS’s acquisition of Complete would substantially reduce potential competition for the disposal of hazardous waste in northeastern British Columbia. Specifically, the Competition Bureau is seeking an order from the Competition Tribunal dissolving the merger and requiring CCS to divest itself of Complete entirely, or, in the alternative, to divest other appropriate assets to address the Bureau’s concerns.
On February 22, 2011, Judge Andrew J. Guilford of the U.S. District Court for the Central District of California denied the Federal Trade Commission’s (“FTC”) motion for a preliminary injunction and also dissolved the temporary restraining order that had been in place since mid-December. The district court ruled that the FTC had not shown that it was likely to succeed on the merits of its case.
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On February 24, 2011, the Federal Trade Commission put into effect the revised thresholds for the Hart-Scott-Rodino (HSR) Antitrust Improvements Act, which requires premerger notification for certain large transactions. Federal law requires that the Federal Trade Commission and Department of Justice be notified of mergers, acquisitions, and other transactions of a certain size prior to consummation pursuant to the Hart-Scott-Rodino Antitrust Improvements Act (HSR.)
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On December 14, 2010, the U.S. Department of Justice announced a settlement with Pittsburgh-based L.B. Foster Co. to divest a West Virginia plant used in development, manufacture and sale of certain railroad joints to Koppers Inc., a wholly owned subsidiary of Koppers Holdings Inc., in order to proceed with Foster’s acquisition of Portec Rail Products Inc. DOJ said the acquisition as originally proposed would combine the two primary U.S. manufacturers of bonded insulated rail joints and two of only three U.S. manufacturers of polyurethane-coated insulated rail joints. Divestiture of the West Virginia plant will preserve competition. Without the divestiture, the acquisition would lead to higher prices, lower quality, less customer service and less innovation.
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On January 6, 2011 the Federal Trade Commission challenged the consummated acquisition of rival St. Luke’s Hospital (“St. Luke’s”) in Lucas County, Ohio by ProMedica Health System, Inc. (“ProMedica”).
Continue reading "FTC Challenges Consummated Acquisition of St. Luke’s by ProMedica" »
On December 1, 2010, in a 4-1 vote, the Federal Trade Commission (“FTC”) authorized the filing of an administrative complaint, alleging that Laboratory Corporation of America’s (“LabCorp”) consummated acquisition of Westcliff Medical Laboratories (“Westcliff”) would harm competition in Southern California. In his dissenting statement, Commissioner J. Thomas Rosch criticized the definition of the relevant product market in the complaint but he noted that he agreed that Commission action was warranted.
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On October 28, 2010, the Federal Trade Commission (“FTC”) and the State of Minnesota, Plaintiffs to the FTC v. Lundbeck, Inc. and Minnesota v. Lundbeck, Inc. filed a Joint Notice of Appeal at the United States Court of Appeals for the Eighth Circuit, from the August 31, 2010 judgment denying an injunction against Lundbeck's 2006 acquisition of Neoprofen, which allegedly competed with Lundbeck's Indocin for the treatment of a congenital heart defect in premature infants.
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The Federal Trade Commission (“FTC”) lost its challenge to Ovation Pharmaceutical Inc.’s (“Ovation Pharmaceutical” now Lundbeck Inc.) acquisition of the pediatric heart drugs Indocin and NeoProfen. While the FTC claimed that the combination was a merger to monopoly resulting in anticompetitive price increases, the Federal District Court in Minnesota decided that Lundbeck (formerly “Ovation Pharmaceutical”) did not violate federal or state antitrust laws when it combined Indocin IV and NeoProfen, the only two FDA-approved drugs for treatment of patent ductus arteriosus (“PDA”). The primary reason for Judge Joan N. Erikson’s decision was that she did not believe that the FTC established that the drugs were in the same product market. FTC v. Lundbeck, Inc., No. 08-6379 and Minnesota v. Lundbeck, Inc., No. 08-6381 (D. Minn. August 31, 2010).
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On September 27, the FTC approved Coca-Cola Company’s $12.3 billion acquisition of the North American operations of Coca-Cola Enterprises Inc., its largest North American bottler. When the agreement was announced, Coca-Cola already owned about 34 percent of Coca-Cola Enterprises. To resolve antitrust concerns raised by the acquisition, Coca-Cola agreed to restrict its access to confidential competitive business information of rival Dr Pepper Snapple Group, which also distributes Dr Pepper Snapple carbonated soft drinks.
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On September 16, 2010, the United Kingdom’s Office of Fair Trading (“OFT”) and the Competition Commission (“CC”) published the final version of their new joint Merger Assessment Guidelines (“Guidelines”). The Guidelines expand and revise the previous guidance published separately by OFT and CC in various publications and attempt to clarify the 2002 Enterprise Act.
The Federal Trade Commission ("FTC") continues its emphasis on investigating and challenging small consummated transactions that were not initially reviewed. Corporate executives that enter into deals that raise competitive concerns must be aware that deals that appear to be done may not be. This is the case, even if the deal is not reportable under the Hart-Scott-Rodino rules.
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On September 9, 2010, The FTC entered into a settlement agreement with Air Products and Chemicals, Inc. regarding its proposed takeover of Airgas, Inc. The settlement will require the company to sell certain liquid gas assets if it proceeds with its proposed hostile takeover of Airgas.
On August 19, 2010, the FTC and the DOJ issued the 2010 Horizontal Merger Guidelines, which are available on the FTC’s website at http://www.ftc.gov/os/2010/08/100819hmg.pdf. The five-step analytical process outlined in the 1992 Horizontal Merger Guidelines—market definition, competitive effects, entry, efficiencies, and failing firm defense—has been replaced with a more flexible approach to competitive effects analysis. That being said, each individual element still continues to play a role in the revised merger review process.
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On July 28, 2010, the FTC entered into a settlement agreement with Australian based Nufarm Limited (“Nufarm”) regarding its March 5, 2008 acquisition of all of the shares of United Kingdom-based A.H. Marks Holding Limited (“A.H. Marks”).
On April 27, the DOJ announced that it reached a settlement that will require Baker Hughes Inc. and BJ Services Company to divest two specially equipped vessels and other assets in order to proceed with their proposed merger.
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On March 29, the DOJ announced that it will not challenge Cisco Systems Inc.'s acquisition of Tandberg ASA. The EU also cleared the transaction, however, it required conditions for its approval.
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On March 8, 2010, Blue Cross Blue Shield of Michigan's (Blue Cross-Michigan) subsidiary, Blue Care Networks of Michigan, abandoned its attempt to purchase Physicians Health Plan of Mid-Michigan (PHP) after the Department of Justice and the Michigan Attorney General informed the companies that they would file an antitrust lawsuit to block the acquisition.
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On February 22, 2010, the DOJ entered into a settlement with KeySpan Corporation that requires KeySpan to pay $12 million for violating the antitrust laws by entering into an agreement restraining competition in the New York City electricity capacity market. The DOJ alleged that the financial derivative agreement likely resulted in a price increase for retail electricity suppliers and, in turn, an increase in electricity prices for consumers.
On January 25, 2010, the Department of Justice entered into a settlement agreement with Ticketmaster Entertainment Inc. that allowed it to complete its acquisition of Live Nation, Inc. The settlement agreement required Ticketmaster to license its ticketing software, divest ticketing assets and subject itself to anti-retaliation provisions in order to proceed with its proposed merger with Live Nation. The proposed settlement is designed to protect competition for primary ticketing, which will in turn maintain incentives for innovation and discounting.
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On January 20, the Department of Justice reached a settlement with the Daily Gazette Company and MediaNews Group Inc. (now known as Affiliated Media Inc.), that requires the companies to restructure their newspaper joint operating arrangement (JOA) and take other steps to remedy the anticompetitive effects of the 2004 transaction, which was originally challenged by the DOJin May 2007.
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On December 23, 2009, Agrium Inc. agreed to sell a range of assets as part of an agreement with the FTC that will allow Agrium to move forward with its acquisition of competitor CF Industries Holdings, Inc. The proposed consent order settles allegations that the acquisition would have eliminated competition in the market for anhydrous ammonia fertilizer, a product that farmers rely on to grow their crops.
Continue reading "FTC Approves Agrium's Purchase of CF" »
On December 2, 2009, the FTC announced an order settling charges that Watson Pharmaceuticals, Inc.’s acquisition of Robin Hood Holdings Limited, owner of Arrow Pharmaceuticals, would have harmed consumers by eliminating future competition for important generic drugs used to treat Parkinson’s disease (cabergoline) and the side effects of chemotherapy (dronabinol).
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On November 25, 2009, the FTC announced that it approved SCI's acquisition of Palm Mortuary, Inc. ("Palm") as long as it sold a cemetery and funeral home in Las Vegas.
Continue reading "FTC Allows SCI’s Acquisition of Palm Mortuary With Divestitures" »
On October 28, 2009, the FTC approved Schering-Plough's $41.1 billion acquisition of Merck, on the condition that certain divestitures were made.
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On October 14, 2009, the Federal Trade Commission (“FTC”) settled with Pfizer Inc. regarding its proposed $68 billion acquisition of Wyeth.
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On October 13, 2009, the Department of Justice (“DOJ”) settled with AT&T Inc. (“AT&T”) regarding its $944 million acquisition of Centennial Communications Corp. (“Centennial”).
Continue reading "DOJ REQUIRES DIVESTITURES IN AT&T’S ACQUISITION OF CENTENNIAL " »
On October 7, 2009, the Federal Trade Commission (“FTC”) settled its litigation regarding Carilion Clinic's (“Carilion”) acquisition of two outpatient clinics.
On September 8, 2009, the Department of Justice announced that it would not challenge the formation of a Reliance Network, a joint venture between seven regional less-than-truckload (“LTL”) freight transportation companies, based on the representations made by the applicants.
Continue reading "DOJ WILL NOT CHALLENGE LTL FREIGHT TRANSPORTATION COMPANIES’ JOINT VENTURE" »
On September 22, the Department of Justice ("DOJ") and the Federal Trade Commission ("FTC") announced that they will solicit public comment and hold joint public workshops to explore the possibility of updating the Horizontal Merger Guidelines that are used by both agencies to evaluate the potential competitive effects of mergers and acquisitions.
Continue reading "U.S. ANTITRUST AGENCIES TO EXPLORE CHANGES TO HORIZONTAL MERGER GUIDELINES" »
On September 3, the companies announced that they received clearance from the Department of Justice to complete their proposed merger without conditions.
Continue reading "DOJ CLOSES INVESTIGATION OF FIDELITY's ACQUISITION OF METAVANTE" »
On August 20, 2009, the DOJ announced that it reached a proposed settlement with Microsemi Corporation requiring the company to divest all of the assets that it acquired from Semicoa Inc. on July 14, 2008. The DOJ investigated the consummated acquisition and filed a civil antitrust suit to force Microsemi to divest the Semicoa assets to restore competition on December 18, 2008. Without this settlement agreement to divest, there would be little or no competition in the development, manufacture and sale of certain semiconductor devices used in military and space programs essential to the security of the United States.
On August 20, 2009, Oracle announced that the DOJ closed its investigation of Oracle's acquisition of Sun. The DOJ issued a second request to further investigate the transaction in late June. The DOJ ended its investigation approximatley two months after issuing the second request without requiring any remedy.
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On July 30, 2009, the DOJ announced that it reached a settlement that will require Sapa Holding AB and Indalex Holdings Finance Inc. to divest a North Carolina aluminum sheathing facility in order to proceed with Sapa's proposed $150 million acquisition of Indalex. According to the complaint, the transaction would substantially lessen competition for the manufacture and sale of aluminum sheathing (coiled extruded aluminum tubing) used in the manufacture of high frequency coaxial cable in the United States, resulting in increased prices and reduced quality, service and innovation, had the parties not agreed to the divestiture.
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On July 29, Thoratec reported that it had been informed by the FTC that the FTC would challenge its $282 million acquisition of Heartware. The parties decided to abandon the merger two days later.
Continue reading "FTC READY TO CHALLENGE THORATEC’S PROPOSED ACQUISITION OF HEARTWARE" »
On July 24, 2009, the Federal Trade Commission issued an administrative complaint challenging Carilion Clinic’s August 2008 acquisition of two outpatient clinics in the Roanoke, Virginia, area. Prior to the acquisition, the Center for Advanced Imaging ("CAI") and the Center for Surgical Excellence ("CSE") had strong reputations for offering high-quality care and convenient services at prices much lower than Carilion’s.
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On May 27, the Federal Trade Commission filed an administrative complaint o block CSL Limited’s proposed $3.1 billion acquisition of Talecris Biotherapeutics Holdings Corporation. The administrative complaint alleges that the deal would be illegal and would substantially reduce competition in the U.S. markets for four plasma-derivative protein therapies – Immune globulin (Ig), Albumin, Rho-D, and Alpha-1. These therapies are used to treat patients suffering from illnesses such as primary immunodeficiency diseases, chronic inflammatory demyelinating polyneuropathy, alpha-1 antitrypsin disease, and hemolytic disease of the newborn.
Continue reading "FTC AUTHORIZES SUIT TO BLOCK CSL’s PROPOSED ACQUISITION OF TALECRIS" »
On February 26, 2009, the Federal Trade Commission (“FTC”) intervened in Lubrizol Corporation’s (“Lubrizol”) 2007 acquisition of oxidate assets from its rival The Lockhart Company (“Lockhart”).
Continue reading "FTC INTERVENES IN LUBRIZOL’S ASSET ACQUISITION IN 2007 FROM RIVAL LOCKHART" »
On February 20, 2009, JBS and National Beef announced the abandonment of the JBS/National Beef transaction. The Antitrust Division filed an antitrust lawsuit in the U.S. District Court in Chicago to block the proposed acquisition, alleging that the deal would result in lower prices paid to cattle suppliers and higher beef prices for consumers. At that time, Attorneys General of Colorado, Iowa, Kansas, Minnesota, Missouri, Montana, North Dakota, Ohio, Oklahoma, Oregon, South Dakota, Texas and Wyoming joined the Department's lawsuit. On Nov. 7, 2008, the states of Arizona, Connecticut, New Mexico and Mississippi joined the lawsuit as well.
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On October 1, 2008, four U.S. shipping company executives including Peter Baci of Jacksonville, FL, Kevin Gill and Gregory Glova of Charlotte, NC, and Gabriel Serra of San Juan, Puerto Rico pled guilty for their role in a broad conspiracy to rig bids, fix prices, and allocate market share for customers transporting goods between the United States and Puerto Rico. A fifth shipping executive, Alexander Chisholm, of Jacksonville, FL was charged with obstruction of justice. He agreed to plead guilty and serve jail time.
On July 30, 2008, the Federal Trade Commission (“FTC”) entered into a settlement agreement that allows McCormick & Company Inc.’s (“McCormick”) proposed $605 million acquisition of Lawry’s and Adolph's brands of seasoned salt products from Unilever N.V. (“Unilever”) to proceed. According to the FTC’s complaint, McCormick’s Season-All brand competes with Lawry’s brands in the manufacture and sale of branded seasoned salt products in the United States. The complaint indicates that these companies have strong brand followings and that even a five to ten percent increase in prices would not cause consumers to switch brands. As a result of the proposed transaction, the FTC believes that McCormick will control 80% of the market for branded seasoned salts and the company would have the ability to unilaterally increase prices on either brand to the detriment of consumers.
On July 17, 2008, the Federal Trade Commission (“FTC”) issued a complaint challenging the proposed $9 billion acquisition of V&S Vin & Sprit (“V&S”), a wholly owned corporation of the Kingdom of Sweden, by Pernod Ricard (“Pernod”), a wholly owned subsidiary of France-based Pernod. The FTC contends that the transaction is anticompetitive and violates U.S. antitrust laws.
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On July 3, 2008, the Department of Justice (“DOJ”) entered into a settlement agreement allowing Signature Flight Support Corporation to acquire Hawker Beechcraft’s (“Hawker”) fixed based operations (“FBO”). The settlement agreement requires Signature to divest its flight support service assets.
On June 30, 2008, the Federal Trade Commission (“FTC”), in a 4-0 vote, issued a complaint against the proposed acquisition of INEOS Group Limited (“INEOS”) by Carlyle Partners IV (“Carlyle”). INEOS is the third largest sodium silicate producer and seller in the highly concentrated Midwest region of the United States. PQ Corporation (“PQ”), owned by Carlyle Partners IV, is the largest sodium silicate producer. According to the FTC, the proposed transaction is anticompetitive and in violation of antitrust laws. In the complaint, the FTC contends that PQ has 50 percent of the sodium silicate market while INEOS has 12 percent. Because there is not a close substitute of sodium silicate, which has high transportation costs, other products will not constrain pricing.
On June 20, 2008, the U.S. District Court in Charleston, WV, issued an opinion and order to allow the U.S. Department of Justice (“DOJ”) to proceed with a lawsuit against the Daily Gazette Company (“Daily”) and MediaNews Group Inc. (MediaNews).
Continue reading "COURT ALLOWS DOJ LAWSUIT AGAINST DAILY GAZETTE AND MEDIANEWS TO CONTINUE" »
On June 10, 2008 the Department of Justice (“DOJ”) along with the State of Vermont entered into a settlement agreement that would allay their concerns that Verizon Communication Corp.’s (“Verizon”) acquisition of Rural Cellular Corp. (“RCC”) for $2.7 billion as proposed is anticompetitive. To resolve antitrust concerns, the DOJ required Verzion to divest assets in six different geographic locations in Vermont, New York and Washington. Verizon and RCC provide service to approximately 60 percent of the consumers in those areas. The Department said that the transaction as originally proposed would have substantially lessened competition to the detriment of consumers of mobile wireless telecommunications services in those areas, potentially resulting in higher prices, lower quality and reduced network investments.
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On June 6, 2008, Inova Health System Foundation (“INOVA”) withdrew its offer to acquire Prince William Health System (“PWHS”) after determining that the FTC’s lawsuit to block the deal would not be resolved for a very long period of time.
On June 5, 2008, the Department of Justice (“DOJ”) approved a joint venture between SABMiller plc and Molson Coors Brewing Company which combined their operations in the United States and Puerto Rico. While the transaction combined two of three largest U.S. brewers in the United States, the DOJ’s Antitrust Division did not find any evidence that this joint venture would reduce competition.
On May 28, 2008, the Department of Justice blocked a proposed $750 million acquisition of Houghton Mifflin Harcourt Publishing Company's College Division (“HM College”) by Cengage Learning, Inc (“Cengage”). The DOJ required the divestiture of Cengage’s assets related to the textbooks and education materials of 14 of its college level courses. The textbooks ranged from topics on foreign languages to business.
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On May 5, 2008, in 4-0 vote, the Federal Trade Commission (“FTC”) entered into a settlement agreement that allowed Agrium, Inc. to buy UAP Holding Corporation (“UAP”) for $2.5 billion, making UAP a wholly owned subsidiary of Agrium.
Agrium is required to sell five UAP farm stores in Michigan and two Agrium stores in Maryland and Virginia within 180 days of the acquisition. The order requires the divestiture of Agrium’s store in Keller, VA, and that it is sold as a unit with Agrium’s Pocomoke/Girdletree, Maryland store, because the store in Virginia supplies the store in the Maryland region. The order also contains an Order to Hold Separate and Maintain Assets that requires the companies to maintain the assets to be divested pending their sale and provides for the appointment of an interim monitor to oversee the assets to be sold in the relevant markets.
Continue reading "FTC ENTERS INTO SETTLEMENT AGREEMENT IN A MERGER WITHOUT A SECOND REQUEST" »
On April 29, 2008, the DOJ required the divestiture of assets of Regal Cinema (“Regal”) and Consolidated Theatres Holding GP (“Consolidated”) in three metropolitan areas in North Carolina in order for the $210 million merger between the companies to proceed. The DOJ believes that the transaction would have resulted in less competition and higher ticket prices at the Crown Point 12 Cinema in Charlotte, the Raleigh Grand in Raleigh, the Town Square 10 in Garner (a suburb of Raleigh) and Hollywood 14 in Asheville, NC.
On April 28, 2008, the Federal Trade Commission (“FTC”) issued its final order and opinion enabling the lost competition between Chicago-based Evanston Northwestern Healthcare Corporation (“ENH”) and Highland Park Hospital.
On March 24, 2008, the Department of Justice (“DOJ”) approved a proposed merger between XM Satellite Radio Holdings, Inc. (“XM”) and Sirius Satellite Radio, Inc. (“Sirius”), the only two satellite radio service providers in the United States. The DOJ stated despite a merger to monopoly that the merged companies would not increase prices to satellite radio customers because of alternative services for consumers and future technological changes that are going to provide consumers with more alternatives.
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On March 5, 2008, Altivity Packaging LLC (“Altivity”) and Graphic Packaging International Inc. (“Graphic”) entered into a settlement agreement with the DOJ that they will divest two paperboard mills—one in Indiana and the other in Pennsylvania—in order to proceed with their proposed $1.75 billion merger. The Antitrust Division stated that the merger, as originally proposed, would have substantially lessened competition in the production and sale of a type of paperboard used to make folding cartons for consumer and commercial packaging, including cereal boxes. If for any reason divestiture of the Philadelphia CRB mill is not accomplished, the proposed settlement would require the sale of Altivity's Santa Clara, California mill.
On March 4, 2008, the DOJ reached a settlement that will require Cookson Group plc and Foseco plc to divest Foseco's U.S. carbon bonded ceramic (“CBC”) business in order to proceed with Cookson's proposed $1 billion acquisition of Foseco. Allegedly, the transaction, as originally proposed, would substantially lessen competition in the United States for certain CBCs used in the continuous casting steelmaking process, resulting in increased prices and reduced service and innovation.
Continue reading "DOJ REQUIRES A DIVESTITURE IN COOKSON'S ACQUISITION OF FOSECO " »
On February 25, 2008, UnitedHealth Group Inc. (“United”) and Sierra Health Services Inc. (“Sierra”) entered into a settlement agreement that required United to divest assets relating to United's Medicare Advantage business in the Las Vegas area in order to proceed with United's acquisition of Sierra. Allegedly, the transaction, as originally proposed, would have created a combined company controlling 94 percent of the Medicare Advantage health insurance market in the Las Vegas area and resulted in higher prices, fewer choices, and a reduction in the quality of Medicare Advantage plans purchased by senior citizens in the Las Vegas area.
