Merger Highlights :: Antitrust Lawyer Blog
December 23, 2009

FTC Approves Agrium's Purchase of CF

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.

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December 2, 2009

Watson’s Acquisition of Arrow Requires Settlement

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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November 25, 2009

FTC Allows SCI’s Acquisition of Palm Mortuary With Divestitures

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.

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October 29, 2009

FTC ALLOWS SCHERING-PLOUGH TO ACQUIRE MERCK

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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October 14, 2009

FTC SETTLES WITH PFIZER REGARDING ITS ACQUISITION OF WYETH

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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October 13, 2009

DOJ REQUIRES DIVESTITURES IN AT&T’S ACQUISITION OF CENTENNIAL

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”).

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October 7, 2009

FTC SETTLES REGARDING CARILION’S 2008 ACQUISITION OF TWO OUTPATIENT CLINICS IN VIRGINIA

On October 7, 2009, the Federal Trade Commission (“FTC”) settled its litigation regarding Carilion Clinic's (“Carilion”) acquisition of two outpatient clinics.

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September 30, 2009

DOJ WILL NOT CHALLENGE LTL FREIGHT TRANSPORTATION COMPANIES’ JOINT VENTURE

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.

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September 22, 2009

U.S. ANTITRUST AGENCIES TO EXPLORE CHANGES TO HORIZONTAL MERGER GUIDELINES

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.

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September 4, 2009

DOJ CLOSES INVESTIGATION OF FIDELITY's ACQUISITION OF METAVANTE

On September 3, the companies announced that they received clearance from the Department of Justice to complete their proposed merger without conditions.

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August 21, 2009

DOJ SETTLES WITH MICROSEMI TO RESTORE COMPETITION IN SEMICONDUCTOR DEVICES USED IN MILITARY AND SPACE APPLICATIONS

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.

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August 20, 2009

DOJ ENDS INVESTIGATION OF ORACLE'S PURCHASE OF SUN

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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July 30, 2009

DOJ REQUIRES DIVESTITURE IN SAPA'S ACQUISITION OF INDALEX

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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July 29, 2009

FTC READY TO CHALLENGE THORATEC’S PROPOSED ACQUISITION OF HEARTWARE

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.

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July 24, 2009

FTC CHALLENGES CONSUMMATED ACQUISITIONS

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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May 27, 2009

FTC AUTHORIZES SUIT TO BLOCK CSL’s PROPOSED ACQUISITION OF TALECRIS

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.

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February 20, 2009

JBS AND NATIONAL BEEF ABANDON DEAL

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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October 1, 2008

SHIPPING EXECUTIVES CHARGED WITH CONSPIRACY TO ELIMINATE COMPETITION AND RAISE PRICES FOR MOVEMENT OF GOODS BETWEEN THE U.S. AND PUERTO RICO

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.


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July 30, 2008

FTC CHALLENGES MCCORMICK'S ACQUISITION OF UNILEVER'S LAWRY'S AND ADOLPH'S BRANDS

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.

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July 17, 2008

FTC CHALLENGES PERNOD RICARD'S PROPOSED ACQUISITION OF V&S VIN & SPRIT

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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July 3, 2008

DOJ REQUIRES DIVESTITURE IN SIGNATURE’S ACQUISITION OF HAWKER BEECHCRAFT’S FLIGHT SUPPORT SERVICE BUSINESS

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.

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June 30, 2008

FTC CHALLENGES PROPOSED ACQUISITION OF INEOS’S SODIUM SILICATE BUSINESSES BY CARLYLE PARTNERS

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.

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June 20, 2008

COURT ALLOWS DOJ LAWSUIT AGAINST DAILY GAZETTE AND MEDIANEWS TO CONTINUE

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).

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June 10, 2008

DOJ REQUIRES DIVESTITURES IN VERIZON’S ACQUISTION OF RCC

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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June 6, 2008

INOVA WITHDRAWS MERGER PLANS WITH PRICE WILLIAM HEATH SYSTEM AFTER THOROUGH FTC INVESTIGATION AND LAWSUITS

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.

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June 5, 2008

DOJ APPROVES JOINT VENTURE BETWEEN SABMILLER PLC AND MOLSON COORS BREWING COMPANY

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.

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May 28, 2008

DOJ ALLOWS CENGAGE TO ACQUIRE HM COLLEGE

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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May 5, 2008

FTC ENTERS INTO SETTLEMENT AGREEMENT IN A MERGER WITHOUT A SECOND REQUEST

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.

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April 29, 2008

DOJ REQUIRES DIVESTITURES IN PROPOSED MERGER BETWEEN REGAL CINEMA AND CONSOLIDATED THEATERS

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.

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April 28, 2008

FTC ORDERS REMEDY TO RESTORE COMPETITION BETWEEN EVANSTON NORTHWESTERN HEALTHCARE CORPORATION AND HIGHLAND PARK HOSPITAL

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.

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March 24, 2008

DOJ APPROVES XM/SIRIUS MERGER

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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March 5, 2008

DOJ REQUIRES MILL DIVESTITURES IN PROPOSED MERGER OF ALTIVITY AND GRAPHIC PACKAGING

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.

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March 4, 2008

DOJ REQUIRES A DIVESTITURE IN COOKSON'S ACQUISITION OF FOSECO

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.

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February 25, 2008

DOJ REQUIRES DIVESTITURE IN UNITEDHEALTH GROUP'S ACQUISITION OF SIERRA HEALTH SERVICES

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.

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February 19, 2008

DOJ REQUIRES THOMSON TO SELL FINANCIAL DATA AND RELATED ASSETS IN ORDER TO ACQUIRE REUTERS

On February 19, 2008, the Antitrust Division entered into a settlement agreement requiring The Thomson Corporation (“Thomson”) to sell financial data and related assets in three markets for financial data in order to proceed with Thomson's proposed $17 billion acquisition of Reuters Group PLC (“Reuters”).

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February 13, 2008

DOJ REQUIRES DIVESTITURES IN CLEAR CHANNEL

On February 13, 2008, the DOJ entered into a settlement agreement with Clear Channel, the largest operator of radio stations in the United States, to divest radio stations in four cities in order for a group of private equity investors led by Bain Capital (“Bain”) and Thomas H. Lee Partners (“THL”) to proceed with their acquisition of a controlling interest in Clear Channel. The divestitures were required to assure continued competition in markets where the transaction would otherwise result in a significant loss of competition.

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October 9, 2007

KYPHON'S ACQUISITION OF DISC-O-TECH IS APPROVED

On October 9, 2007 the Federal Trade Commission entered into a settlement agreement with Kyphon, Inc. (“Kyphon”) that allows Kyphon to acquire the spinal assets of Disc-O-Tech Medical Technologies, Ltd. and Discotech Orthopedic Technologies, Inc. (collectively “Disc-O-Tech”).

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October 3, 2007

FTC ANNOUNCES THE END OF LITIGATION IN THE WESTERN REFINING CASE

On October 3, 2007, the Federal Trade Commission announced that it will not continue with administrative litigation challenging Western Refining, Inc.’s acquisition of Giant Industries, Inc. The vote to dismiss the administrative complaint was 3-2.

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July 16, 2007

IHOP buys Applebee’s for $1.9 billion

IHOP Corporation announced its plans to buy Applebee's International Inc. for $25.50 per share, as the newly restructured company seeks growth outside its pancake chain. IHOP franchises almost all of its restaurants, and believes it can improve the currently struggling chain by franchising a majority of Applebee's 508 company-operated restaurants.

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July 12, 2007

Yahoo takes control of Right Media

In the race to build a more powerful marketing vehicle, Yahoo Inc. made its move by taking control of Right Media two weeks after Google agreed to buy DoubleClick in April. Right Media creates an open exchange to help buyers and sellers trade digital media more effectively, and Yahoo is counting on this acquisition to enhance its Internet ad sales. This form of advertisement is expected to be an increasingly popular method for companies to promote their brands rather than the use of newspapers, magazines, and television.

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July 9, 2007

XM and Sirius Proposed Merger

Sirius Satellite Radio Inc. and XM Satellite Radio Holdings Inc. are the only two corporations authorized by the Commission to provide satellite radio service in the United States. On March 20, 2007 they submitted an application to the FCC requesting permission to combine into a single entity. Each entity would own half of the company, and the equity ownership would be divided evenly between the shareholders of both corporations.

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September 28, 2006

Justice Department Dismisses Antitrust Lawsuit Against Exelon Corp. And Public Enterprise Service Group Inc.

On September 28, the DOJ announced that it filed a notice with the U.S. District Court for the District of Columbia to dismiss its antitrust complaint challenging the potential acquisition of Public Service Enterprise Group Inc. (PSEG) by Exelon Corp. Exelon formally abandoned its effort to acquire PSEG, and therefore the lawsuit and proposed consent decree were no longer necessary.

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September 27, 2006

Five Cable MSOs ask FCC for Conditions on AT&T/BellSouth Merger

On September 27, five major cable companies asked the FCC for conditions on AT&T’s merger with BellSouth to ensure that the combined phone giants cannot discriminate against cable’s competing digital-phone service. The cable companies seeking these conditions were Advance/Newhouse Communications, Charter Communications, Cablevision Systems, Cox Communications and Insight Communications.

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September 19, 2006

FCC Chairman Kevin Martin Nominated for Second Five-Year Term

On September 19, the Senate Commerce Committee unanimously reported on the nomination of FCC Chairman Kevin Martin for a second five-year term. Martin was approved following an off-the-floor markup held after the first vote on the Senate floor. According to Commerce Committee spokesman Joe Brenckle, the only senator to miss the 21-0 vote was Sen. John McCain (R-Arizona). Martin now awaits consideration by the full Senate.

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September 18, 2006

Justice Department Dismisses Antitrust Lawsuit Against INCO Ltd. and Falconbridge Ltd.

On September 18, the DOJ announced that it filed a notice with the U.S. District Court for the District of Columbia to dismiss its antitrust complaint regarding the potential acquisition of Falconbridge Limited by Inco Limited because Inco has formally abandoned its effort to acquire Falconbridge. The DOJ said that the lawsuit and proposed consent decree are no longer necessary as Falconbridge was instead acquired by Xstrata plc, a Swiss mining company, in August 2006. The DOJ also said that Xstrata's acquisition of Falconbridge does not pose any competitive problems.

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September 8, 2006

FTC/DOJ Issue Annual HSR Premerger Notification Report to Congress; Commission Approves Final Consent Order in Matter of CardSystems Solutions

The Commission, with the concurrence of the Acting U.S. Assistant Attorney General for Antitrust, has authorized the release of the Twenty-Eighth Annual Report to Congress Regarding the Hart-Scott-Rodino (HSR) Premerger Notification Program. The report summarizes Commission and Department of Justice (DOJ) actions conducted under the HSR Act in fiscal year 2005, noting that 1,695 premerger filings were received 17 percent more than the 1,454 filings received in fiscal year 2004.

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September 7, 2006

Justice Departments Requires Divestitures in ALLTELL'S Acquisition of Midwest Wireless

On September 7, the DOJ announced that ALLTEL Corporation agreed to divest assets in rural areas of Minnesota in order to proceed with its $1.075 billion acquisition of Midwest Wireless Holdings LLC. The DOJ said that the deal as originally proposed would have resulted in higher prices, lower quality, and diminished investment in network improvements for consumers of mobile wireless telecommunications services in four areas where both ALLTEL and Midwest Wireless currently operate.

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September 5, 2006

Commission Approves Final Consent Orders in Matters of Linde/BOC and Austin Board of Realtors

Following a public comment period, the Commission has approved the issuance of a final consent order in the matter concerning Linde AG’s acquisition of The BOC Group. The vote approving issuance of the final order was 5-0.

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August 18, 2006

FTC Challenges Deal between Enterprise Products Partners and TEPPCO

The Federal Trade Commission (“FTC”) announced a law enforcement action on August 18 challenging a 2005 acquisition that combined the natural gas liquids (“NGL”) storage businesses of Enterprise Product Partners, L.P. and TEPPCO Partners, L.P. under common ownership. The FTC’s complaint alleged that the transaction likely would result in higher prices and service degradations by reducing the number of commercial salt dome NGL storage providers in Mont Belvieu, Texas, from four to three.

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August 14, 2006

Internet Video Distributor VDC Complains to FCC about Inability to Secure Carriage Deals with Established Cable Networks

In an August 14 letter to the FCC, internet video distributor VDC Corp. (“VDC”), owner of VDC.com, complained that it is having difficulty securing carriage deals with established cable networks. While VDC.com distributes content from Discovery Communications, most of the company’s carriage deals are with smaller cable networks such as The Pentagon Channel and Mav TV. The broadband video site also carries home-shopping channels QVC and ShopNBC. VDC chairman Scott Wolf said that VDC plans to seek relief from the FCC “in the next few weeks” under the FCC’s program access rules. In his letter to FCC chairman Kevin Martin, Wolf alleges that some cable networks are balking at licensing their networks to VDC.com because of “external influence, mainly from the large [cable] MSOs.”

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August 8, 2006

Italian Highway Merger to receive EC Scrutiny

The European Commission said on August 8 it would look into the Italian government's move to block a proposed merger between the Italian highway operator Autostrade and the Spanish infrastructure company Abertis. The Italian government and highways regulator rejected the proposed merger, worth nearly 12 billion euros ($15 billion). The deal created the world's largest highway company, operating in 16 countries with a road network of 6,713 kilometers (4,171 miles).

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August 3, 2006

EU Presses Spain on Endesa Bid

On August 3rd, European Union antitrust regulators asked Spain to explain why it attached conditions to German energy company E.On AG's $34 billion bid for the Spanish utility Endesa SA. Spain's National Energy Commission said last week that it would permit the 26.9 billion euro deal only if E.On sells about a third of Endesa's power generation assets.

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August 1, 2006

Justice Department Requires Divestiture in Mittal Steel’s Acquisition of Arcelor

On August 1, the DOJ Antitrust Division announced that it would require Mittal Steel Company N.V. to divest one of three North American tin mills it will own after its $33 billion acquisition of Arcelor S.A. in order to proceed with the deal. After a thorough investigation, the DOJ concluded that the original deal would have adversely affected competition by eliminating constraints on the ability of tin mill products producers to coordinate their behavior and thereby increase the price of tin mill products to can manufacturers and other customers particularly in the eastern United States.

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July 26, 2006

Rare Japanese Takeover Rejected

On July 26, Oji, Japan's largest paper manufacturer said it would go ahead with a tender offer for sixth-ranked Hokuetsu in a deal that could exceed $1.4 billion, a rare attempt at a hostile takeover in a society where deals are generally more cautious and consensus-led. An Oji-Hokuetsu merger would create the world's fifth-largest paper manufacturer. In a move to prevent Oji Paper Co.'s hostile takeover bid, Nippon Paper Industries Co. started purchasing large amounts of Hokuetsu Paper Mills Ltd.’s shares.

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July 18, 2006

Upfront Buyer and No Upfront Buyer Required in Linde/BOC

On July 18, the FTC announced that it reached a settlement that would allow Linde AG’s acquisition of the BOC Group to proceed. As is typical in merger reviews, the FTC staff focused on specific product overlaps to determine what assets needed to be divested to resolve the antitrust concerns. The Commission approved the merger so long as the companies divest two groups of assets: (1) liquid oxygen and liquid nitrogen and (2) bulk refined helium. The divestitures are required to satisfy the FTC that competition will not be harmed following the transaction. That being said, an up front buyer was required for one set of assets, while an upfront buyer was not required for the other. The consent order states that Linde will have to find FTC-approved buyer for the liquid oxygen and liquid nitrogen assets within six months, however, the FTC required Linde to divest the bulk refined helium assets to an upfront buyer, Nippon Sanso.

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July 14, 2006

Federal Judge to Examine Internal FCC Documents Regarding SBC/AT&T and Verizon/MCI Mergers

On July 14, a federal judge said he wants to examine internal FCC documents regarding two large recent telephone company mergers to see if the Justice Department protected market competition in approving the buyouts. U.S. District Court Judge Emmet G. Sullivan's review concerns the now-completed mergers of SBC Communications Inc. (“SBC”) with AT&T Corp. (“AT&T”) and Verizon Communications Inc. (“Verizon”) with MCI Inc. (“MCI”).

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July 13, 2006

FCC Approves Adelphia/Time Warner/Comcast Deal With Conditions

On July 13, the FCC approved the sale of substantially all of the cable systems and assets of Adelphia Communications Corporation (“Adelphia”) to Time Warner Inc. (“Time Warner”) and Comcast Corporation (“Comcast”), the exchange of certain cable systems and assets between affiliates or subsidiaries of Time Warner and Comcast, and the redemption of Comcast’s interests in Time Warner Cable and Time Warner Entertainment Company.

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June 27, 2006

DOJ Requires Divestiture for Knight Ridder - McClatchy Merger

On June 27, the Department of Justice announced that it will require The McClatchy Company and Knight Ridder Inc. to divest the St. Paul Pioneer Press in order to proceed with their proposed multi-billion dollar newspaper merger. The DOJ said that the transaction, as originally proposed, would have eliminated head-to-head competition between McClatchy and Knight Ridder and likely would have resulted in higher prices for advertisers and readers in the Minneapolis/St. Paul metropolitan area.

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June 22, 2006

DOJ Requires Divestitures for Exelon - Public Service Enterprise Group Merger

On June 22, the DOJ announced that the $16 billion merger between Exelon Corp. and Public Service Enterprise Group Inc. can proceed as long as they divest six electricity generating plants, which in total provide more than 5,600 megawatts of generating capacity. The DOJ is making the companies shed two generating plants in Pennsylvania and four in New Jersey.

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June 19, 2006

FCC Approves Intelsat - PanAmSat Merger

On June 19, the FCC approved Intelsat Ltd. (“Intelsat”) and PanAmSat Holding Corp.'s (“PanAmSat”) $6.4 billion cash-and-debt deal, concluding the transaction is unlikely to have an adverse effect on Fixed Satellite Services (“FSS”) price, quantity or transponder availability for customers from broadcasters to the U.S. government. The FCC’s five commissioners approved the deal unanimously.

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June 14, 2006

DOJ Extends Review of McClatchy Sale of California Newspapers

On June 14, McClatchy Co. announced that the Department of Justice is extending its review of the company's sale of two California newspapers to MediaNews Group Inc. The two properties, the San Jose Mercury News and the Contra Costa Times, are part of a $1 billion three-way swap of four papers that also involves Hearst Corp. On April 26, McClatchy announced plans to sell the four papers, acquired as part of its $4.5 billion purchase of Knight Ridder Inc. McClatchy must divest the four papers and eight others to raise cash and satisfy Justice Department antitrust concerns over the larger Knight Ridder deal. The DOJ’s second request for information, could delay the MediaNews-Hearst arrangement until late summer.

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June 14, 2006

DOJ Approves Xstrata - Falconbridge Merger

On June 14, the DOJ cleared Xstrata plc's $14.64 billion offer for Falconbridge Ltd without issuing a second request.

June 8, 2006

DOJ Approves Lucent - Alcatel Merger

On June 8, the DOJ granted antitrust approval to the $13.4 billion merger between French telecommunications equipment maker, Alcatel SA and U.S. based Lucent Technologies Inc. The deal is expected to close later this year.

May 30, 2006

DOJ Okays Avocent's Purchase of Landesk

On May 30, the DOJ approved Avocent Corp.'s $416 million acquisition of Landesk Software Inc. The deal was announced in April. Avocent is a supplier of network equipment technology and Landesk makes software to secure and manage information technology.

May 26, 2006

DOJ Clears Intelsat's Purchase of PanAmSat

On May 26, Intelsat Ltd. announced that it received clearance from the Department of Justice for its $6.4 billion cash-and-debt deal to buy rival PanAmSat Holdings Corp. Under the terms, Intelsat would pay $25 in cash for each share of PanAmSat and assume about $3.2 billion in debt. The Bermuda-based satellite communications company said last August it would buy PanAmSat in a deal that would give the company nearly two dozen satellites above North America.

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May 23, 2006

DOJ Clears Precision Castparts Purchase of Special Metals

On May 23, the Department of Justice approved Precision Castparts Corp.'s $540 million cash acquisition of Special Metals Corp. Huntington, West Virginia based Special Metals is the world's biggest maker of nickel-based alloys and superalloys for forged products. Precision, based in Portland, Oregon, is one of Special Metals' customers and manufactures components for the aerospace, power and automotive markets. Precision aims to cut costs by bringing its alloy production in-house.

May 23, 2006

DOJ Clears Attachmate's Purchase of NetIQ

On May 23, Attachmate Corp. received clearance from the Department of Justice for its $495 million cash purchase of San Jose-based NetlQ Corp. The deal was announced in April. Seattle-based Attachmate is a privately held vendor of software used to link mainframes to PCs. The takeover removes ailing NetIQ from the ranks of publicly traded companies. NetlQ has struggled to integrate several acquisitions and faced mounting competition in the market for software used to manage corporate computer networks.