The Consent Agreement. The Consent Agreement restores the competition lost from NXP’s proposed acquisition of Freescale by requiring NXP to divest its RF power amplifier business to JAC, a Chinese private equity management fund. The proposed divestiture includes everything needed for JAC to compete effectively in the worldwide market for RF power amplifiers. Under the Order, NXP is required, no later than ten days from the close of the NXP/Freescale transaction, to divest its RF power amplifier assets to JAC. The assets to be divested include a manufacturing facility located in Cabuyao (Philippines), a building in Nijmegen (the Netherlands) to house management and certain R&D and testing labs, all manufacturing and R&D assets used primarily for the RF power amplifier business, and customer support equipment. Additionally, the divestiture package includes all patents and technologies that are exclusively or predominantly used for the RF power amplifier business, and a royalty-free license to use all other NXP patents and technologies required by that business. Finally, the divestiture package includes the transition of NXP’s RF power amplifier employees, including the complete management team, to JAC. The manufacturing assets in the divestiture package include NXP’s RF power amplifier back-end manufacturing assets (including the portion of the Philippines facility dedicated to these products) but not its front-end manufacturing assets. Instead, JAC will outsource its front-end manufacturing to a third-party wafer foundry. In the interim, the Order requires that, at the request of JAC and in a manner approved by the Commission, NXP must provide front- end wafer manufacturing for a period of up to sixty months. Similarly, the Order also requires NXP to provide support services such as logistical and administrative support for a period of up to thirty-six months. In addition, the Order includes other standard terms designed to ensure the viability of the divested business. NXP must assist JAC in hiring the existing work force of NXP’s RF power amplifier business, and must refrain from soliciting those employees for two years. A Monitor will oversee NXP’s compliance with the obligations set forth in the Order. If NXP does not fully comply with the divestiture and requirements of the Order, the Commission may appoint a Divestiture Trustee to divest the RF power amplifier assets and perform NXP’s other obligations consistent with the Order. Given the robustness of the divested business...
The Consent Agreement. The Consent Agreement effectively remedies the anticompetitive effects that are likely to occur as a result of the proposed transaction on the high- performance CVE market by requiring Thermo to divest Genevac, Xxxxxx’x stand alone CVE subsidiary. Pursuant to the Consent Agreement, Thermo is required to divest Genevac to a Hold Separate Trustee who is charged with the duty of monitoring Thermo’s compliance with the Consent Agreement. Pursuant to that order, the Commission has appointed Xxxxx Xxxx as Hold Separate Trustee to oversee Genevac prior to its divestiture and to ensure that Thermo complies with its obligations under the Consent Agreement. Xx. Xxxx was employed by Genevac from its incorporation in 1990 until 2005 and held numerous production, service, sales, and management positions, including serving as General Manager of Genevac with plenary responsibility for Genevac’s performance. Xx. Xxxx’x extensive background in the CVE market and intimate knowledge of Genevac uniquely qualify him to serve as the Hold Separate Trustee. The Hold Separate Order will become effective upon the date the Commission accepts the Consent Agreement for placement The purpose of this analysis is to facilitate public comment on the Consent Agreement, and it is not intended to constitute an official interpretation of the Decision and Order or the Hold Separate Order, or to modify their terms in any way. By direction of the Commission. Xxxxxx X. Xxxxx, Secretary. [FR Doc. E6–18917 Filed 11–8–06; 8:45 am] BILLING CODE 6750–01–P FEDERAL TRADE COMMISSION [File No. 061–0139] Xxxxxx Pharmaceuticals, Inc., and Andrx Corporation; Analysis of Agreement Containing Consent Orders to Aid Public Comment AGENCY: Federal Trade Commission.
The Consent Agreement. The proposed Consent Agreement remedies the competitive concerns raised by the transaction by requiring the parties to divest assets related to the manufacture of the MP Alloys to Eramet. The terms required by the Consent Agreement will enable Eramet to effectively replace the competition in the MP Alloys markets lost as a result of the proposed acquisition. Eramet is a global supplier of specialty alloys with an established sales and marketing network in the United States that will allow it to be immediately competitive in the relevant MP Alloys markets. Eramet is based in France, which is an approved foreign source country for U.S. military operations under DFARS. The proposed Consent Agreement requires Xxxxxxxxx to provide Eramet with product licenses and the manufacturing technology necessary to manufacture the MP Alloys. This includes technical assistance from current Latrobe company designees, and confidential business information directly related to the manufacture of the MP Alloys. In addition, the Consent Agreement requires Xxxxxxxxx to contract manufacture the MP Alloys for Eramet at cost until Xxxxxx is able to produce and commercially sell these products on its own. The Commission has appointed Xxxxx X. Xxxxx, who has over 35 years of experience in the specialty alloy industry, as the interim monitor to oversee the divestiture. If after the public comment period the Commission determines that Eramet is not an acceptable acquirer of the assets to be divested, or that the manner of the divestitures is not acceptable, Xxxxxxxxx must unwind the divestiture and divest the assets within 180 days of the date the Order becomes final to another Commission-approved acquirer. If Xxxxxxxxx fails to divest the assets within the 180 days, the Commission may appoint a trustee to divest the relevant assets. The purpose of this analysis is to facilitate public comment on the proposed Consent Agreement, and it is not intended to constitute an official interpretation of the proposed Consent Agreement or to modify its terms in any way. By direction of the Commission. Xxxxxx X. Xxxxx, Secretary. [FR Doc. 2012–5333 Filed 3–5–12; 8:45 am] BILLING CODE 6750–01–P DEPARTMENT OF DEFENSE GENERAL SERVICES ADMINISTRATION NATIONAL AERONAUTICS AND SPACE ADMINISTRATION [OMB Control No. 9000–0154; Docket 2012– 0076; Sequence 11] Federal Acquisition Regulation; Information Collection; Xxxxx Xxxxx Act—Price Adjustment (Actual Method) AGENCY: Department of Defense (DOD), General S...
The Consent Agreement. The Order remedies the Acquisition’s likely anticompetitive effects by requiring Respondents to return to Xxxxxxxx the retail fuel outlets included in the Acquisition in each of the five local markets. Xxxxxxxx is an experienced operator of retail fuel sites and remains an active market participant by continuing to operate a retail fuel business and a wholesale fuel supply business in Michigan. The transfer of assets must be completed no later than the Closing Date listed in the Reacquisition Agreement of June 28, 2022. The Order further requires Respondents to maintain the economic viability, marketability, and competitiveness of each retail fuel business until Xxxxxxxx reacquires the five retail fuel locations. The Order also requires Respondents to obtain prior approval from the Commission before acquiring retail fuel assets within a 3-mile driving distance of any of the returned locations for 10 years. The prior approval provision is necessary because the purchase of a retail fuel business near any of the five retail fuel locations would likely raise the same competitive concerns as the Acquisition and may not be reportable under the Xxxx-Xxxxx-Xxxxxx Act. The Order also resolves the competitive concerns raised by the agreements not to compete. The Order requires that Respondents amend the noncompete obligation in the Asset Purchase Agreement to (i) only apply to retail fuel businesses acquired by GPM in this Acquisition, excluding the five locations to be returned to Xxxxxxxx, and (ii) limit the noncompete terms relating to each acquired retail fuel business to no broader than 3 years in duration and no more than 3 miles from each Express Stop location. The Order further
The Consent Agreement. The Consent Agreement effectively remedies the anticompetitive effects that are likely to occur as a result of the proposed transaction on the high- performance CVE market by requiring Thermo to divest Genevac, Xxxxxx’x stand alone CVE subsidiary. Pursuant to the Consent Agreement, Thermo is required to divest Genevac to a Commission-approved buyer, at no minimum price, within five months after the date Thermo signed the Consent Agreement. The Commission’s goal in evaluating and approving purchasers of divested assets is to ensure that the competitive environment that existed prior to the acquisition is maintained. A proposed acquirer of divested assets must not itself present competitive problems. Should Thermo fail to accomplish the divestiture within the time and in the manner required by the Consent Agreement, the Commission may appoint a trustee to divest the assets. If approved, the trustee would have the exclusive power and authority to accomplish the divestiture within six months of being appointed, subject to any necessary extensions by the Commission. The Consent Agreement requires Thermo to provide the trustee with access to information related to the Genevac business as necessary to fulfill his or her obligations. The Order to Hold Separate and Maintain Assets (‘‘Hold Separate Order’’) that is included in the Consent Agreement requires that Thermo hold separate and maintain the viability of Genevac as a competitive operation until the business is transferred to the Commission-approved acquirer. Furthermore, it contains measures designed to ensure that no material confidential information is exchanged between Thermo and Genevac (except as otherwise provided in the Consent Agreement) and provisions designed to prevent interim harm to competition in the high-performance CVE market. The Hold Separate Order provides that the Commission may appoint a Hold Separate Trustee who is charged with the duty of monitoring Thermo’s compliance with the Consent Agreement. Pursuant to that order, the Commission has appointed Xxxxx Xxxx as Hold Separate Trustee to oversee Genevac prior to its divestiture and to ensure that Thermo complies with its obligations under the Consent Agreement. Xx. Xxxx was employed by Genevac from its incorporation in 1990 until 2005 and held numerous production, service, sales, and management positions, including serving as General Manager of Genevac with plenary responsibility for Genevac’s performance. Xx. Xxxx’x extensive backgroun...
The Consent Agreement. The proposed Order would remedy the Acquisition’s likely anticompetitive effects by requiring Casey’s to divest certain Casey’s and Bucky’s retail fuel assets to Western Oil II, LLC and Danco II, LLC (collectively “Western Oil”) in each local market. Western Oil is an experienced operator or supplier of retail fuel sites and will be a new entrant into the local markets. The proposed Order requires the divestiture be completed no later than ten days after Casey’s consummates the Acquisition. The proposed Order further requires Casey’s and Xxxxx’s to maintain the economic viability, marketability, and competitiveness of each divestiture asset until the divestiture to Western Oil is complete. In addition to requiring outlet divestitures, the proposed Order requires Respondents to provide the Commission notice before acquiring retail fuel assets within a fixed distance of any Casey’s outlet in a market involving a divestiture for ten years. The prior notice provision is necessary because an acquisition in close proximity to divested assets likely would raise the same competitive concerns as the Acquisition and may fall below the Xxxx-Xxxxx-Xxxxxx Act premerger notification thresholds. The Consent Agreement contains additional provisions designed to ensure the effectiveness of the relief. For example, Respondents have agreed to an Order to Maintain Assets that will issue at the time the proposed Consent Agreement is accepted for public comment. The Order to Maintain Assets requires Respondents to operate and maintain each divestiture outlet in the normal course of business, through the date the Respondents complete the divestiture. The proposed Order also includes a provision that allows the Commission to appoint an independent third party as a Monitor to oversee the Respondents’ compliance with the requirements of the Order. The purpose of this analysis is to facilitate public comment on the Consent agreement, and the Commission does not intend this analysis to constitute an official interpretation of the proposed Order or to modify its terms in any way. By direction of the Commission, Xxxxx X. Tabor, Secretary.
