Legal Library: Cases and Proceedings

The consent order settles charges that Johnson & Johnson’s (J&J) proposed $16.6 billion acquisition of Pfizer Inc.’s (Pfizer) Consumer Healthcare business would likely reduce competition in the U.S. markets for over-the-counter (OTC) H-2 blockers used to prevent and relieve heartburn, OTC hydrocortisone anti-itch products, OTC night-time sleep aids, and OTC diaper rash treatments. In settling the Commission’s charges, the companies have agreed to sell Pfizer’s Zantac H-2 blocker business to Boehringer Ingelheim Pharmaceuticals Inc. (Boehringer), and Pfizer’s Cortizone hydrocortisone anti-itch business, Pfizer’s Unisom night-time sleep aid business, and J&J’s Balmex diaper rash treatment business to Chattem, Inc.

The final consent order settles charges that the conduct of several organizations representing more than 2,900 independent Chicago-area physicians for agreeing to fix prices and for refusing to deal with certain health plans except on collectively determined terms. The order will prohibit the respondents from engaging in such anticompetitive conduct in the future.

A consent order settled charges that Watson Pharmaceuticals, Inc.’s proposed $1.9 billion acquisition of Andrx Corporation, would have likely led to competitive problems in the markets for 13 generic drug products. Watson was required to end its marketing agreements with Interpham Holdings, divest Andrx’s right to develop, make, and market generic extended release tablets that correct the effects of type 2 diabetes, and divest Andrx’s rights and assets related to the developing and marketing of 11 generic oral contraceptives.

There is a related federal proceeding and two related administrative proceedings:

• Watson Pharmaceuticals / Actavis Inc.
• Watson Pharmaceuticals, Inc., a corporation, and Robin Hood Holdings Limited, a limited liability company

The consent order settles charges that Barr Pharmaceutical, Inc.’s proposed acquisition of Pliva d.d for approximately $2.5 billion would have eliminated current or future competition between Barr and Pliva in certain markets for generic pharmaceuticals treating depression, high blood pressure and ruptured blood vessels, and in the market for organ preservation solutions. In settling the Commission’s charges, Barr is required to sell its generic antidepressant trazodone and its generic blood pressure medication triamterene/HCTZ. Barr also is required to divest either Pliva’s or Barr’s generic nimodipine for use in treating ruptured blood vessels in the brain. Finally, Barr is required to divest Pliva’s branded organ preservation solution Custodial.

The Northern New England Real Estate Network, Inc. settled charges that it violated the antitrust laws by adopting rules that withheld valuable benefits of the Multiple Listing Services (MLSs) it controlled from consumers who chose to enter into non-traditional listing contracts with real estate brokers. According to the complaint, the association's rules or policies state that information about properties will not be made available on popular real estate Web sites unless the listing contracts are Exclusive Right to Sell Listings. These policies, when implemented, prevented properties with non-traditional listing contracts from being displayed on a wide range of public Web sites.The consent order settling the FTC’s charges will prohibit Northern New England Real Estate Network, Inc. from discriminating against non-traditional listing arrangements.

The Monmouth County Association of Reators settled charges that it violated the antitrust laws by adopting rules that withheld valuable benefits of the Multiple Listing Services (MLSs) it controlled from consumers who chose to enter into non-traditional listing contracts with real estate brokers. According to the complaint, the association's rules or policies state that information about properties will not be made available on popular real estate Web sites unless the listing contracts are Exclusive Right to Sell Listings. These policies, when implemented, prevented properties with non-traditional listing contracts from being displayed on a wide range of public Web sites.The consent order settling the FTC’s charges will prohibit Monmouth from discriminating against non-traditional listing arrangements.

The Realtors Association of Northeast Wisconsin, Inc. settled charges that it violated the antitrust laws by adopting rules that withheld valuable benefits of the Multiple Listing Services (MLSs) it controlled from consumers who chose to enter into non-traditional listing contracts with real estate brokers. According to the complaint, the association's rules or policies state that information about properties will not be made available on popular real estate Web sites unless the listing contracts are Exclusive Right to Sell Listings. These policies, when implemented, prevented properties with non-traditional listing contracts from being displayed on a wide range of public Web sites.The consent order settling the FTC’s charges will prohibit Realtors Association of Northeast Wisconsin from discriminating against non-traditional listing arrangements.

The Williamsburg Area Association of Realtors, Inc. settled charges that it violated the antitrust laws by adopting rules that withheld valuable benefits of the Multiple Listing Services (MLSs) it controlled from consumers who chose to enter into non-traditional listing contracts with real estate brokers. According to the complaint, the association's rules or policies state that information about properties will not be made available on popular real estate Web sites unless the listing contracts are Exclusive Right to Sell Listings. These policies, when implemented, prevented properties with non-traditional listing contracts from being displayed on a wide range of public Web sites.The consent order settling the FTC’s charges will prohibit Williamsburg Area Association of Realtors from discriminating against non-traditional listing arrangements.

Information and Real Estate Services, LLC settled charges that it violated the antitrust laws by adopting rules that withheld valuable benefits of the Multiple Listing Services (MLSs) it controlled from consumers who chose to enter into non-traditional listing contracts with real estate brokers. According to the complaint, the association's rules or policies state that information about properties will not be made available on popular real estate Web sites unless the listing contracts are Exclusive Right to Sell Listings. These policies, when implemented, prevented properties with non-traditional listing contracts from being displayed on a wide range of public Web sites.The consent order settling the FTC’s charges will prohibit IRES from discriminating against non-traditional listing arrangements.

The Commission approved a final consent order settling Commission charges alleging that two independent practice associations (IPAs) and 18 member physician practices in the Kansas City, MO area, refused to deal with health care plans, except on collectively agreed-upon prices and other terms.

The Commission approved a final consent order to ensure the maintenance of competition in the market for prone stereotactic breast biopsy systems (SBBSs). The Commission had challenged this merger which was consummated in 2005. The order required the divestiture of all prone SBBS assets to Siemens, a company well-positioned to become a competitor in this market.

The consent order settles charges that the $27 billion acquisition of Guidant Corporation by Boston Scientific Corporation would harm competition and consumers in several significant medical device markets. Guidant Corporation by Boston Scientific Corporation are the largest market shareholders in several coronary medical device markets in the U.S., together accounting for 90% of the U.S. PTCA balloon catheter market and 85% of the U.S. coronary guidewire market.

Associated Octel settled charges that its acquisition of Oboadler Company would eliminate direct competition and raise prices in the highly concentrated market for the manufacture and sale of lead antiknock compounds. Under terms of the order, Octel agreed to supply Oboadler's current distributor, Allchem Industries, Inc., with lead antiknock compounds for resale in the United States for 15 years.

Fresenius AG settled charges that its purchase of rival dialysis provider Renal Care Group, Inc. would likely have resulted in higher prices for dialysis services. The consent order requires that Fresenius AG will sell 91 outpatient kidney dialysis clinics and financial interests in 12 more.

Consent order permits the acquisition of MAPCO, Inc. but requires Williams to lease its pipeline to Kinder Morgan Energy Partners, a terminal competitor of MAPCO, to ensure that Kinder Morgan can continue to exist as an independent competitor in the transportation and terminaling of propane in certain Midwest markets. Under terms of the consent order Williams agreed to connect its Wyoming gas processing plant to any new competing pipeline in the future.

Final consent order requiring the restructuring of the acquisition of Turner Broadcasting System, Inc. settles antitrust concerns that the acquisition would restrict competition in cable television programming and distribution. The order requires Tele-Communications, Inc., the nation's number one cable operator, to divest its interests in Turner; reduces contractual agreements between TCI, Turner and Time Warner to carry certain programming; reduces opportunities for bundling programming; prohibits price discrimination against competing cable systems; and requires Time Warner's cable systems to carry a rival news channel to compete with CNN.

The consent order protects competition in three medical device product markets affected by Johnson & Johnson’s proposed $25.4 billion acquisition of Guidant Corporation. Under the terms of the order, J&J is required to 1) grant to a third party a 6 fully paid-up, non-exclusive, irrevocable license, enabling that third party to make and sell drug eluting stents with the Rapid Exchange delivery system, 2) divest to a third party J&J’s endoscopic vessel harvesting product line, and 3) end its agreement to distribute Novare Surgical System, Inc.’s proximal anastomotic assist device. On May 31st, 2006 the Commission granted a petition filed by Johnson and Johnson Corporation, requesting that the FTC reopen and set aside the entire decision and order concerning the proposed acquisition of Guidant Corporation.