Mar

05

Posted by : Matthew Wild | On : March 5, 2008

March 4, 2008. On October 11, 2007, Cookson Group plc — a U.K. company — entered into an agreement to purchase Foseco plc – a U.K. company — for about $1 billion. Both companies manufacture isotstatically press carbon ceramic products (“CBCs”) in North America and sell them throughout the United States. CBCs are used in the continuous casting steelmaking process. The parties’ 2006 CBC sales in the U.S. were $75 million and $4 million, respectively. The Antitrust Division alleged relevant product markets narrower than CBCs generally — namely, laddle shrouds and stopper rods. The Antitrust Division alleged a relevant geographic market of North America because foreign producers are at a competitive disadvantage. They have higher delivered costs and greater lead time. Rather than providing market share and HHI information for each relevant market, the Antitrust Division simply alleged that post-merger the parties would have a combined market share in the laddle shrouds and stopper rods markets of 75% and the markets would have an HHI of more than 6000 with a delta of 700. The Antitrust Division alleged high entry barriers because of the high costs of manufacturers of other CBCs to switch to the manufacture of laddle shrouds and stopper rods in response a small but significant non-transitory price increase. Accordingly, the Antitrust Division required divestiture of the overlapping assets. This action demonstrates the Antitrust Division’s vigilance in catching small competitive overlaps. Foseco had only $4 million in annual sales of CBCs in North America. Yet the Antitrust Division caught the potential competitive harm and required a remedy. The DOJ Press Release and Competitive Impact Statement are attached. DOJ Press Release (Cookson);Competitive Impact Statement (Cookson)

Feb

28

Posted by : Matthew Wild | On : February 28, 2008

February 13, 2008.  On November 16, 2006, Bain Capital and Thomas H. Lee Partners (“THL”) entered into an agreement to purchase a 70% interest in Clear Channel Communications for $28 billion.  By the time that the transaction was scheduled to close, Bain and THL also would have passive equity interests in two competing radio operators – Cumulus Media Partners (“CMP”) and Univision Communications.  Notwithstanding that the equity interests would be passive and with respect to Univision would be only 14%, the Antitrust Division alleged that the overlap between these competitors would result in higher prices for radio advertising and Spanish-language radio advertising in the geographic markets in which they compete.  Accordingly, the Antitrust Division conditioned approval of the transaction on divestiture of the competing assets.  Attached is a more in depth discussion of the transaction and Antitrust Division’s competitive concerns.  Discussion(Bain&THL/Clear Channel)  The DOJ Press Release and Competitive Impact Statement also are attached.  DOJ Press Release (Clear Channel)Competitive Impact Statement (Clear Channel)

Feb

21

Posted by : Matthew Wild | On : February 21, 2008

February 19, 2008.  The Antitrust Division conditioned approval of Thomson Corporation’s $17 billion acquisition of Reuters Group PLC on divestitures of financial datasets and licensing of related intellectual property.  Thomson and Reuters compete head-to-head in providing three types of financial data used by investment professional to make investment decision.  The Antitrust Division analyzed three relevant product markets — fundamentals data, earning estimates data and aftermarket research reports.  The parties combined market shares post-merger would have been more than 50 percent and up to 90 percent.  The Antitrust Division required Thomson to sell the relevant datasets and license its relevant intellectual property to a suitable buyer.  The consent agreement contains a hold separate provision but did not require the parties to “fix-it-first.”  The DOJ and EU Competition Commission cooperated in their investigations.  The EU required different remedies that had no bearing in the U.S.   Attached are the Antitrust Division’s press release and Competitive Impact Statement. DOJ Press Release (Thomson) Competitive Impact Statement (Thomson)