Tag: Merger

Global Partners LP and Richard Wiehl have agreed to divest to Petroleum Marketing Investment Group, LLC, seven stores that sell gasoline and diesel fuel in five local markets in Connecticut, to settle Federal Trade Commission charges that Global’s proposed acquisition of 27 retail gasoline and diesel outlets owned or operated by Wiehl violates federal antitrust laws. The complaint alleges that the acquisition will harm competition for the retail sale of gasoline in and around the Connecticut towns and cities of Fairfield, Bethel, Milford, Wilton, and Shelton. In all of these local markets except Wilton, the acquisition will also harm competition for the retail sale of diesel fuel. Under the terms of the proposed consent order, among other stipulations, Global and Wiehl must divest to Petroleum Marketing Investment Group six Global retail fuel outlets and one Wheels retail fuel outlet.

Richard Fairbank, CEO of Capital One Financial Corp., has agreed to settle Federal Trade Commission charges that his March 8, 2018, acquisition of Capital One Financial (COF) stock violated the Hart-Scott-Rodino Act. Under a negotiated settlement, Fairbank will pay a $637,950 civil penalty. The complaint alleges that in 2018,  Fairbank violated the notice and waiting period requirements of the HSR Act because he did not file before acquiring COF voting securities in excess of the $100 million filing threshold, as adjusted (which at the time was $168.8 million).

Following a public comment period, the Federal Trade Commission has approved a final order settling charges that three PET resin producers’ proposed $1.1 billion joint acquisition out of bankruptcy of an under-construction PET production facility would violate federal antitrust law.

Joint venture NEXUS Gas Transmission, LLC, and its member companies, DTE Energy Company and Enbridge Inc., settled Federal Trade Commission charges that the joint venture’s acquisition of an Ohio pipeline would likely harm competition to provide natural gas pipeline transportation in a three-county area that includes Toledo, Ohio. The complaint alleged that NEXUS’s purchase of Generation from North Coast Gas Transmission LLC (“North Coast”) and several other owners is anticompetitive due to a non-compete clause that keeps North Coast from competing to provide natural gas pipeline transportation, for three years after the acquisition closes, in parts of the Ohio counties of Lucas, Ottawa, and Wood. The 2019 consent agreement preserved competition by requiring the parties to eliminate the non-compete clause from the sales agreement. Also, absent prior Commission approval, Nexus, DTE, and Enbridge were barred from participating in a written or oral agreement that restricts competition between any of them and another provider of natural gas pipeline transportation in the Ohio counties of Lucas, Ottawa, and Wood. On Sept. 24, 2021, the FTC announced a petition from DTE to reopen and modify the 2019 order. The Commission announced approval of the order modification on November 24, 2021.

Pharmaceutical and biologic manufacturers Bristol-Myers Squibb Company and Celgene Corporation agreed to divest Celgene’s Otezla, the most popular oral treatment in the United States for moderate-to-severe psoriasis, for $13.4 billion. The divestiture settled Federal Trade Commission charges that BMS’s proposed $74 billion acquisition of Celgene would violate federal antitrust law. Under the terms of the proposed consent order, the parties were required to divest Celgene’s worldwide Otezla business – including its regulatory approvals, intellectual property, contracts, and inventory – to Amgen, Inc. no later than 10 days after consummating the proposed acquisition. On Nov. 12, 2021, the Commission  announced that it has approved certain modifications to Bristol Meyers Squibb’s divestiture agreements.