Description of the Events Giving Rise to the Alleged Violation Sample Clauses

Description of the Events Giving Rise to the Alleged Violation. A. The Defendants and the Proposed Transaction Defendant AT&T is a New York corporation with headquarters in New York, New York. AT&T is a provider of a wide range of telecommunications services internationally and in the United States. Among other things, it is the largest provider of long distance telecommunications services in the United States, as well as the largest provider of mobile wireless telephone services. In 1998, AT&T’s mobile wireless operations reported total revenues of approximately $5 billion. TCI is a Delaware corporation with its headquarters in Englewood, Colorado. TCI is the second largest cable system operator in the nation. At the time of the proposed merger closing, TCI, through its wholly owned subsidiary, Liberty Media Corporation, will own a partial interest in Sprint PCS, one of the principal competitors to AT&T’s mobile wireless telephone business in a large number of markets throughout the country. In 1998, Sprint‘s PCS revenues totaled approximately $975 million. On June 24, 1998, AT&T and TCI entered into an agreement pursuant to which TCI will merge with a wholly owned subsidiary of AT&T in a $48 billion transaction. Through this transaction, AT&T will acquire TCI’s cable television operations, TCI’s shares of the Internet Service Provider @Home and of Teleport Communications Group, and assume $11 billion of TCI debt. A variety of other assets now owned by subsidiaries of TCI, including the Sprint PCS holdings, will be transferred to Liberty Media Corp. (‘‘Liberty’’). 2 Liberty will be a wholly-owned subsidiary of AT&T Corp. Although the shares of Liberty will be entirely owned by AT&T, the Class B and Class C directors of Liberty, who will hold two- thirds (2⁄3) of the seats on the board of directors, will be appointed prior to the merger with AT&T by the current (TCI) Liberty media shareholders. These directors may be removed only for cause for a defined period of time. 3 AT&T will issue a separate class of stock, Liberty Media Tracking Stock, the performance of which will reflect the assets held and businesses conducted by Liberty. 4

Description of the Events Giving Rise to the Alleged Violation. A. The Defendants and the Proposed Transaction Xxxxxxx, a United Kingdom corporation with its headquarters in London, England, is a manufacturer and processor of ceramics, electronics, and precious metals. Xxxxxxx, through its subsidiary, Xxxxxxx America Inc., manufactures CBCs in the United States and Mexico and sells them throughout the United States. In 2006, Xxxxxxx’x U.S. CBC revenues were about $75 million. Foseco, a United Kingdom corporation with its headquarters in Staffordshire, England, manufactures refractories and related products for sale and offers services worldwide to the steel and foundry industries. Foseco, through its subsidiary, Foseco Metallurgical Inc., manufactures CBCs in the United States and sells them throughout the United States. In 2006, Xxxxxx’s U.S. CBC revenues were about $4 million. On October 11, 2007, Xxxxxxx and Xxxxxx announced that they had reached an agreement on the terms of a recommended cash offer by Xxxxxxx for the entire issued and to-be-issued share capital of Foseco in a transaction valued at approximately $1 billion.

Description of the Events Giving Rise to the Alleged Violation. A. Defendants and the Proposed Transaction Abitibi and Bowater both produce, distribute, and sell newsprint and other groundwood paper throughout the world. Defendants also produce other pulp and wood-related products, operate sawmills, and own or lease timberlands throughout the United States and Canada. Abitibi is a Canadian company with its headquarters in Montre´al, Quebec, Canada. In 2006, Abitibi reported total sales of approximately $4.85 billion. Its North American newsprint sales were approximately $1.7 billion. Abitibi is the largest newsprint producer in North America. It owns approximately 25 percent of North American capacity. Bowater is incorporated in Delaware, and has its headquarters in Greenville, South Carolina. In 2006, Xxxxxxx reported total sales of approximately $3.53 billion. Its North American newsprint sales were approximately $1.1 billion. Bowater is the second largest newsprint producer in North America. It owns approximately 16 percent of North American capacity. Defendants publicly announced their proposed transaction on January 29, 2007. The new company, AbitibiBowater Inc., will be headquartered in Montre´al, Quebec, Canada, but it will be incorporated in Delaware and listed on both NYSE and Toronto stock exchanges.