Antitrust Division

November 10, 2014

Antitrust Division Obtains $3.8 Million in Civil Penalties and Disgorgement of $1.15 Million for Illegal Pre-closing Conduct

On November 7, 2014, the Department of Justice’s Antitrust Division announced that it obtained a $5 million settlement with Flakeboard America Limited; its parent companies, Celulosa Arauco y Constitución S.A. and Inversiones Angelini y Compañía Limitada; and SierraPine for illegal pre-merger coordination in violation of the antitrust laws and of the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR Act”). The action underscores the Antitrust Division’s resolve to vigorously scrutinize the conduct of merging parties prior to consummation of the transaction.

Law Regarding Pre-Merger Coordination

There is a lot of excitement when companies plan a merger. Company executives do not want to lose any time because there is pressure to integrate and achieve the synergies of combining operations as soon as possible. Merging parties, however, must temper that enthusiasm, otherwise, they risk not only losing the transaction, but also being punished by the Antitrust Division.

November 8, 2014

Antitrust Division Challenges Merger to Monopoly in Pre-Show Services and Cinema Advertising

by Doyle, Barlow & Mazard PLLC

On November 3, 2014, the Department of Justice’s Antitrust Division challenged National CineMedia, Inc.’s (“NCM”) proposed acquisition of Screenvision by filing a lawsuit in federal court. The transaction would have combined the only two significant cinema advertising networks in the United States.

Background

On May 5, 2014, NCM, Inc. entered into the Merger Agreement to acquire Screenvision for $375 million. NCM, Inc. is the managing member and owner of 45.8% of National CineMedia, LLC (“NCM”), the operator of the largest in-theatre digital media network in North America. Following the merger, NCM, Inc. was to evaluate whether to contribute the Screenvision assets to NCM LLC. Technically, it is not America’s largest cinema advertiser buying the industry’s second largest, but the largest member in the largest cinema advertiser making the purchase. It is a distinction without a difference because the bottom line is the deal would have combined the only two significant cinema advertising networks.

November 5, 2014

DOJ Blocks Software Merger

by Doyle, Barlow & Mazard PLLC

On November 5, 2014, the DOJ announced that Embarcadero Technologies Inc. and CA Inc. terminated Embarcadero’s proposed acquisition of CA Inc.’s ERwin data modeling product suite.

Background

In March of 2014, Embarcadero Technologies announced that it would acquire CA Inc.’s ERwin data modeling suite. Data modeling software is used to view and streamline enterprise data, centralize data management and reduce data redundancies.

November 1, 2014

DOJ CONTINUES TO PROSECUTE INVIDUALS WHO RIG BIDS AT REAL ESTATE FORECLOSURE AUCTIONS

by Doyle, Barlow & Mazard PLLC

The Department of Justice’s Antitrust Division continues to send a strong message to individuals engaged in conspiracies to rig public real estate foreclosure auctions through criminal enforcement. Punishing real estate investors engaged in illegal activity that harms struggling homeowners and financial institutions continues to be a priority for the Antirust Division.

Alabama Public Real Estate Auction Investigation

On October 31, 2014, the Antitrust Division announced that an Alabama real estate investor pleaded guilty for his role in a conspiracy to commit mail fraud related to public real estate foreclosure auctions held in southern Alabama.

October 30, 2014

DOJ Approves Broadcast Merger With Conditions

by Doyle, Barlow & Mazard PLLC

On October 30, 2014, the Antitrust Division filed a complaint along with a proposed settlement agreement that allows Media General Inc.’s acquisition of LIN Media, LLC for $1.5 billion to be consummated, as long as the parties divest certain broadcast stations.

Background

Media General’s local broadcast stations and LIN’s stations in various designated marketing areas (“DMA”) around the country compete head-to-head in the sale of broadcast television spot advertising. The Antitrust Division determined that Media General and LIN’s broadcast stations located in the Birmingham, Alabama, DMA; Savannah, Georgia, DMA; Mobile, Alabama/Pensacola, Florida DMA; Providence, Rhode Island/New Bedford, Massachusetts, DMA; and Green Bay/Appleton, Wisconsin, DMA competed head to head in the sale of broadcast television spot advertising to local and national advertisers.