Tag: Merger

The Federal Trade Commission required ARKO Corp. and its subsidiary GPM to roll back anticompetitive provisions of their acquisition of 60 Express Stop retail fuel outlets from Corrigan Oil Company last year. The complaint alleged that as originally proposed, the agreement not to compete that ARKO and GPM required Corrigan to sign as part of the acquisition harmed customers in local retail gasoline and retail diesel fuel markets throughout Michigan and Ohio. The order required them to amend a non-compete agreement they imposed on Corrigan, agree to obtain prior approval from the Commission before acquiring retail fuel assets under certain circumstances, and return to Corrigan five retail fuel outlets, among other provisions.  On Aug. 9, 2022, the Commission announced the final consent agreement in this matter.

The Federal Trade Commission required energy pipeline and storage companies Buckeye Partners, L.P. and Magellan Midstream Partners, L.P. to divest to U.S. Venture, Inc. petroleum terminals in the two states as a condition of Buckeye’s $435 million proposed acquisition of 26 Magellan terminals. The complaint alleged that without a remedy, the acquisition would harm competition for terminaling services both for all LPPs, and for gasoline specifically, in North Augusta, South Carolina; Spartanburg, South Carolina; and Montgomery, Alabama. The complaint alleged that in all three geographic markets, the acquisition would eliminate the close competition between Buckeye and Magellan, increase the likelihood of collusive or coordinated interaction between the remaining competitors, reduce the number of terminaling options for third-party customers, and increase prices for terminaling services. On Aug. 9, 2022, the Commission announced the final consent agreement in this matter.

The Federal Trade Commission imposed strict limits on JAB Consumer Partners’ future acquisitions of specialty and emergency veterinary clinics as a condition of JAB’s proposed $1.1 billion acquisition of specialty and emergency veterinary services provider SAGE Veterinary Partners, LLC. The Commission also alleged that the acquisition was likely to be anticompetitive in three geographic markets, ordering divestitures for various types of veterinary care in and around Austin, Texas, in and around San Francisco, California, and in and between Oakland, Berkeley, and Concord, California, and it ordered divestitures in these market.  On Aug. 5, 2022, the Commission announced the final consent agreement in this matter.

As a condition of Hikma Pharmaceuticals PLC’s $375 million acquisition of generic drug services company Custopharm, Inc., the Federal Trade Commission required Custopharm’s parent company, private equity fund Water Street Healthcare Partners, LLC to retain and transfer Custopharm’s assets related to the corticosteroid drug triamcinolone acetonide, or TCA, to another company Water Street owns, Long Grove Pharmaceuticals, LLC. According to the complaint, absent a remedy, Hikma likely would have stopped developing its injectable TCA product, forestalling the increased price competition it would have brought to the market. Thus without this remedy, the acquisition likely would have harmed future competition in the U.S. market for injectable triamcinolone acetonide.

The Federal Trade Commission has required Prince International Corp. and Ferro Corp. to divest three facilities used to make porcelain enamel frit, glass enamel, and forehearth colorants, as a condition of Prince’s parent company – American Securities Partners VII, L.P. – acquiring competitor Ferro Corp. for $2.1 billion.  According to the complaint, the acquisition as proposed likely would allow the merged firm to unilaterally raise prices for porcelain enamel frit in the North American market, and for forehearth colorants in the world market. It  also would eliminate Prince as an independent competitor in the world market for glass enamel, increasing the likelihood of coordination between the merged firm and its largest competitor, Fenzi Holdings SPV S.p.A. On July 5, 2022, the Commission announced the final consent agreement in this matter.

The Federal Trade Commission required Medtronic, Inc. to divest a key subsidiary of Intersect ENT, Inc. as a condition of acquiring Intersect. Under the FTC consent decree, Instersect’s Fiagon subsidiary, which makes ear, nose, and throat navigation systems and balloon sinus dilation products, will be sold to Hemostasis, LLC. According to the complaint, without this divestiture, the acquisition would pose a threat to future competition in the United States for both ENT navigation systems and balloon sinus dilation products. On June 30, 2022, the Commission announced the final consent agreement in this matter.

The Federal Trade Commission filed an administrative complaint and authorized a suit in federal court, to block Hackensack Meridian Health, Inc.’s proposed acquisition of Englewood Healthcare Foundation. The complaint alleges that the merged healthcare system would control three of the six inpatient general acute care hospitals in Bergen County, New Jersey. The proposed acquisition would eliminate close competition between Hackensack Meridian Health and Englewood in Bergen County and leave insurers with few alternatives for inpatient general acute care services, which encompass a broad range of inpatient medical and surgical diagnostic and treatment services that require an overnight hospital stay. On Aug. 4, 2021, the FTC obtained a preliminary injunction halting the acquisition while the administrative trial is underway. On March 22, 2022, the Third Circuit Court of Appeals affirmed the preliminary injunction. The administrative trial is scheduled to begin on April 22, 2022.

The Federal Trade Commission authorized an administrative complaint and a suit in federal court to block the acquisition of Saint Peter’s Healthcare System by RWJBarnabas Health, or RWJ, which is one of the largest hospital systems in New Jersey. The complaint alleges that in Middlesex County, in the central part of the state, the acquisition will harm competition for inpatient general acute care services, which are a broad range of essential medical and surgical diagnostic and treatment services that require an overnight hospital stay. The FTC’s federal court suit seeks a temporary restraining order and preliminary injunction to stop the deal and maintain the status quo while the agency pursues an administrative trial on the merits of the case. On June 14, 2022, the parties announced that they had abandoned the transaction.