On January 6, 2005, the Commission ruled that Chicago Bridge & Iron Company (“CB&I”) illegally acquired Pitt-Des Moines, Inc.’s (“PDM”) Engineered Construction and Water Divisions. The FTC did not initially investigate the deal when the parties filed their Hart Scott Rodino notification forms. Eight months after the HSR waiting period expired, the FTC challenged the merger administratively before an FTC Administrative Law Judge (“ALJ”). The CB&I case serves as a powerful reminder that the expiration of the HSR waiting period does not mean that the transaction has been approved by the FTC or cleared from a potential challenge.
According to Commissioner Swindle’s thorough and well-reasoned ruling, on behalf of a unanimous Commission, the acquisition provided CB&I with a monopoly or near-monopoly position in each of four relevant markets and violated Section 7 of the Clayton Act and Section 5 of the FTC Act. To restore competition as it existed prior to the merger, the Commission ordered CB&I to create two separate, stand-alone divisions capable of competing in the relevant markets and to divest one of those divisions within six months. The Commission’s goal is to restore competition as it existed prior to the merger.