Articles Posted in Merger Highlights

On December 3, 2015, the Department of Justice announced that Thai Union Group P.C.L., owner of Tri-Union Seafoods LLC, doing business as Chicken of the Sea International, and Bumble Bee Foods LLC abandoned their deal after the DOJ informed the companies it had serious concerns that the proposed transaction would harm competition. The DOJ said…

We are increasingly aware of how mergers often cost consumers and the economy in less competition, higher prices and less choice.  Fortunately, the Antitrust Division of the Justice Department (“DOJ”) has been more willing to go to court and block deals that will harm consumers.  The DOJ should remind itself of the vital role of…

On September 16, 2015, the Department of Justice’s Antitrust Division (“DOJ” or “Antitrust Division”) issued a statement regarding it decision to close its six month investigation of Expedia’s $1.3 billion acquisition of Orbitz. The decision means that Expedia can close its acquisition of Orbitz to combine two of only three online travel agencies (“OTAs”) in…

On August 4, 2015, the Federal Trade Commission (“FTC”) issued its Best Practices for Merger Investigations.  The Best Practices provide guidance to merging parties on steps they can work cooperatively with the staff by engaging in early discussions, determining effectively when to pull and refile an HSR notification form, narrowing Second Requests, engage in a quick look…

On May 29, 2015, the Federal Trade Commission (“FTC”) issued an administrative complaint alleging that Steris Corporation’s (“Steris”) proposed $1.9 billion acquisition of Synergy Health plc (“Synergy”) would violate the antitrust laws by significantly reducing future competition in regional markets for sterilization of products using radiation, particularly gamma or x-ray radiation. Background On October 13,…

On April 27, 2015, the Department of Justice’s (“DOJ”) Antitrust Division released a statement regarding Applied Materials Inc. (“AMAT”) and Tokyo Electron’s (“TEL”) joint announcement that they abandoned their merger.  The Antitrust Division’s statement indicates that the transaction was blocked because the combination would have diminished innovation.  In other words, the Antitrust Division was concerned…

On March 16, 2015, the Department of Justice (“DOJ”) and New York State Attorney General announced that they reached a settlement with Coach USA Inc., City Sights LLC and their joint venture, Twin America LLC, to remedy competition concerns in the New York City hop-on, hop-off bus tour market.  This case is noteworthy because it…

On March 13, 2015, the Federal Trade Commission (“FTC”) announced revisions to its rules regarding the FTC’s process of determining whether to continue on with an administrative challenge to a merger in the situation when it loses a preliminary injunction motion in federal court. When the FTC seeks to challenge a transaction, the FTC generally…

The key to closing transactions that raise straightforward antitrust concerns in a relatively short time frame is the antitrust counsel’s and the merging parties’ ability to effectively cooperate with the Antitrust Division staff tasked with reviewing the transaction. A.    Martin Marietta/Texas Industries On June 26, 2014, the Antitrust Division approved Martin Marietta Materials, Inc.’s $2.7…

On December 11, 2015, the Department of Justice (“DOJ”) approved Continental AG’s $1.8 billion acquisition of Veyance Technologies with conditions.   The settlement agreements requires Continental to divest the North American commercial vehicle air springs business of Veyance and to waive an exclusivity requirement in its supply agreement to resolve a vertical antitrust concern. The Antitrust…