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1
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COMPLAINT
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EXTRACTED KEY WORDS
ALUMINA PRODUCTION MARKET CGA ALCOA REYNOLDS PRICE REFINERY NORTH AMERICA PROPOSED MERGER SMELTERS CLAYTON ACT FIRMS HHI CAPACITY UNITED STATES COMPETITION TRANSACTION REFINING CONTROL COORDINATION ALUMINUM COMPANY CONSUMERS LIKELIHOOD METALS SALE DEFENDANTS COMMERCE EXPANSION |
UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLUMBIA
UNITED STATES OF AMERICA, )
Department of Justice )
Antitrust Division )
325 7 Street, N.W., Suite 500
th )
Washington, D.C. 20530, ))
Plaintiff, ) Civil Number :
)
v. ) Judge:
)
ALCOA INC., )
201 Isabella Street )
Pittsburgh, PA 15219, ))
REYNOLDS METALS COMPANY )
6601 West Broad Street )
P.O. Box 27003 )
Richmond, VA 23261, ))
Defendants. ))
COMPLAINT
The United States of America, acting under direction of the Attorney General of the
United States, brings this civil antitrust action to prevent the proposed merger between Alcoa Inc.
(Alcoa) and Reynolds Metals Company (Reynolds).
I. NATURE OF THE ACTION
1. Alcoa is the largest aluminum company in the United States and the world. Alcoa
proposes to acquire Reynolds, the second largest aluminum company in the United States, and
third largest aluminum company in the world.
2. Alcoa and Reynolds are both fully integrated companies engaged in all stages of
aluminum production, including mining raw aluminum ore (bauxite), refining bauxite into alumina
powder, smelting alumina into metal ingots, and ultimately fabricating the metal ingots into end
products such as aluminum foil, beverage cans, building materials, and aircraft skin. The alumina
refining industry is a highly concentrated one.
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2
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COMPETITIVE IMPACT STATEMENT
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EXTRACTED KEY WORDS
JUDGEMENT CGA ALCOA UNITED STATES REYNOLDS ALUMINA COMPETITION PRICES SMELTERS ALUMINUM ENTRY COMPLAINT REFINING ANTITRUST SALE ACQUISITION COMPETITIVE IMPACT STATEMENT DIVESTITURE ASSETS PURCHASERS NORTH AMERICA CLAYTON ACT CONSUMERS DEFENDANTS CORPUS CHRISTI CIVIL ANTITRUST PROCEEDING CHEMICALS APPA NORTH AMERICAN PRODUCTION |
UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLUMBIA
____________________________________)
UNITED STATES OF AMERICA, ) )
Plaintiff, )
) Civil No.: 00-CV-954
v. )
) Judge: Ricardo M.
ALCOA INC., et al., ))
Defendants. )
____________________________________)
COMPETITIVE IMPACT STATEMENT
The United States, pursuant to Section 2(b) of the Antitrust Procedures and Penalties Act
("APPA"), 15 U.S.C. § 16(b)-(h), files this Competitive Impact Statement relating to the
proposed Final Judgment submitted for entry in this civil antitrust proceeding.
I.
NATURE AND PURPOSE OF THE PROCEEDING
On May 3, 2000, the United States filed a civil antitrust Complaint alleging that the
proposed acquisition by Alcoa Inc. ("Alcoa") of Reynolds Metals Company ("Reynolds") would,
if consummated, violate Section 7 of the Clayton Act, 15 U.S.C. § 18. The Complaint alleges
that the proposed merger will substantially lessen competition in the refining and sale of both
smelter grade alumina ("SGA"), which is used to produce aluminum ingots, and chemical grade
alumina ("CGA" or "hydrate"), an ingredient used in numerous industrial and consumer products.
This competition has benefitted consumers through lower prices and higher output. The proposed
merger of Alcoa and Reynolds would substantially increase the concentration of SGA and CGA
markets. Unless the merger is blocked, the loss of competition will substantially enhance Alcoa's
control over the prices of SGA and CGA, while also increasing the likelihood of anticompetitive
coordination in the SGA and CGA markets.
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3
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US RESPONSE TO PUBLIC COMMENTS
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EXTRACTED KEY WORDS
JUDGEMENT COMPETITION REYNOLDS ACT ALCOA ANTITRUST TUNNEY COMPLAINT PURCHASER CGA SALE DIVESTITURES COURT MERGER ALUMINUM DEFENDANTS APPA PROPOSED ACQUISITION AAI SGA PROVISIONS UNITED STATES HEREBY ANTITRUST COMPLAINT ALLEGING REYNOLDS METALS COMPANY CONSUMMATION SMELTER GRADE ALUMINA CONSUMER PRODUCTS LOWER PRICES HIGHER OUTPUT |
UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLUMBIA
____________________________________)
UNITED STATES OF AMERICA, ) )
Plaintiff, )
) Civil No.: 00-CV-954
v. )
) Judge: Ricardo M.
ALCOA INC., et al., ))
Defendants. )
____________________________________)
UNITED STATES' RESPONSE TO PUBLIC COMMENTS
Pursuant to the requirements of the Antitrust Procedures and Penalties Act ("APPA" or
"Tunney Act"), 15 U.S.C. § 16(b)-(h), the United States hereby responds to the two public
comments received regarding the proposed Final Judgment in this case.
I.
BACKGROUND
On May 3, 2000, the United States filed a civil antitrust complaint alleging that the
proposed acquisition by Alcoa Inc. ("Alcoa") of Reynolds Metals Company ("Reynolds") would,
if consummated, violate Section 7 of the Clayton Act, 15 U.S.C. § 18. The Complaint alleged
that the proposed merger would substantially lessen competition in the refining and sale of both
smelter grade alumina ("SGA"), which is used to produce aluminum ingots, and chemical grade
alumina ("CGA" or "hydrate"), an ingredient used in numerous industrial and consumer products.
This competition has benefited consumers through lower prices and higher output. The proposed
merger of Alcoa and Reynolds would substantially increase the concentration of the SGA and
CGA markets, and the loss of competition would substantially enhance Alcoa's control over the
prices of SGA and CGA, while also increasing the likelihood of anticompetitive coordination
among the few remaining competitors in the SGA and CGA markets.
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4
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US CERTIFICATE OF COMPLIANCE WITH ANTI-TRUST PROCEDURES
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EXTRACTED KEY WORDS
UNITED STATES COURT DEFENDANTS IMPACT STATEMENT HEREBY CERTIFIES COMPETITIVE IMPACT STATEMENT RESPONSE PLAINTIFF COMPLIANCE PROVISIONS ANTITRUST PROCEDURES PENALTIES ACT FEDERAL REGISTER WASHINGTON PURSUANT REQUESTS COUNSEL FIRST CLASS MAIL POSTAGE PREPAID MARK LEDDY DAVID GELFAND GOTTLIEB HAMILTON PENNSYLVANIA AVENUE MICHAEL BYOWITZ WACHTELL LIPTON KATZ YORK |
UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLUMBIA
____________________________________)
UNITED STATES OF AMERICA, ) )
Plaintiff, )
) Civil No.: 00-CV-954 (RMU)
v. )
) Judge: Ricardo M. Urbina
ALCOA INC., et al., ))
Defendants. )
____________________________________)
UNITED STATES' CERTIFICATE OF
COMPLIANCE WITH THE PROVISIONS OF THE
ANTITRUST PROCEDURES AND PENALTIES ACT
Plaintiff, United States of America, hereby certifies that it has complied with the
provisions of the Antitrust Procedures and Penalties Act, 15 U.S.C. § 16(b)-(h), and states:
1. The proposed Final Judgment and Competitive Impact Statement were filed with
the Court on May 3, 2000, and June 6, 2000, respectively.
2. Pursuant to 15 U.S.C. § 16(b), the Proposed Final Judgment and Competitive
Impact Statement were published in the Federal Register on June 21, 2000, volume 65, beginning
on page 38574.
3. Pursuant to 15 U.S.C. § 16(b), the United States furnished to requesting
copies of the Competitive Impact Statement, as well as copies of the Complaint and the proposed
Final Judgment.
4. Pursuant to 15 U.S.C. § 16(c), a summary of the terms of the proposed Final
Judgment and Competitive Impact Statement were published in the Washington Post, a
newspaper of general circulation in the District of Columbia, during the period June 15, 2000,
through June 21, 2000.
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5
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HOLD SEPERATE ORDER
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EXTRACTED KEY WORDS
ASSETS JUDGEMENT SEPARATE STIPULATION COURT REYNOLDS ALCOA CORPUS CHRISTI DIVESTITURE GRADE ALUMINA PARTIES WORSLEY PURCHASER TRUSTEE ENTRY CGA EMPLOYEES REYNOLDS METALS UNITED STATES REYNOLDS METALS COMPANY JOINT VENTURES CORPUS CHRISTI REFINERY APPROVALS PENNSYLVANIA CORPORATION PLAINTIFF SUBSIDIARIES AFFILIATES PARTNERSHIPS DIRECTORS CHEMICAL GRADE ALUMINA |
UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLUMBIA
UNITED STATES OF AMERICA, Civil Action No.:
Plaintiff, Filed: May 3, 2000
v.
ALCOA INC. and
REYNOLDS METALS COMPANY,
Defendants.
HOLD SEPARATE STIPULATION AND ORDER
It is hereby stipulated by and between the undersigned parties, subject to approval and
entry by the Court, that:
I.
DEFINITIONS
As used in this Hold Separate Stipulation and Order:
A. "Alcoa" means defendant Alcoa Inc., a Pennsylvania corporation with its headquarters in
Pittsburgh, Pennsylvania, and its successors, assigns, subsidiaries, divisions, groups,
partnerships, joint ventures, directors, officers, managers, agents, and employees.
B. "Reynolds" means defendant Reynolds Metals Company, a Delaware corporation with its
headquarters in Richmond, Virginia, its successors, assigns, subsidiaries, divisions, groups,
affiliates, partnerships, joint ventures, directors, officers, managers, agents, and employees.
C. "Hold Separate Assets" means the Corpus Christi Assets and the Worsley Interest required to
be divested under the proposed Final Judgment, as defined in Sections II.C and II.G of the
proposed Final Judgment, collectively.
D. The terms "Chemical Grade Alumina" or "CGA" have the meaning defined in Section II.B of
proposed Final Judgment.
E. The terms "Smelter Grade Alumina" or "SGA" have the meaning defined in Section II.F of
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6
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FINAL JUDGMENT
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EXTRACTED KEY WORDS
DIVESTITURE JUDGEMENT ASSETS REYNOLDS COURT UNITED STATES PLAINTIFF PURCHASER TRUSTEE ALCOA PROVISIONS COMPLAINT SEPARATE STIPULATION CORPUS CHRISTI REYNOLDS METALS ATTORNEYS PARTY CORPUS CHRISTI REFINERY METALS COMPANY APPROVALS AGREEMENT ACCOMPLISH SGA PROPOSED PURCHASER DRAGON DESIGN CGA MATERIALS IDENTIFIED ASSETS COMPETITION |
UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLUMBIA
UNITED STATES OF AMERICA, Civil Action No.:
Plaintiff, Filed: May 3, 2000
v.
ALCOA INC., and REYNOLDS METALS
COMPANY,
Defendants.
FINAL JUDGMENT
WHEREAS, Plaintiff, the United States of America ("United States"), filed its complaint
in this action on May 3, 2000, and Plaintiff and Defendants Alcoa Inc. ("Alcoa") and Reynolds
Metals Company ("Reynolds"), by their respective attorneys, having consented to the entry of this
Final Judgment without trial or adjudication of any issue of fact or law herein, and without this
Final Judgment constituting any evidence against or an admission by any party with respect to any
issue of law or fact herein;
AND WHEREAS, Defendants have agreed to be bound by the provisions of this Final
Judgment and the provisions of the Hold Separate Stipulation and Order pending their approval
by the Court;
AND WHEREAS, the essence of the Final Judgment is the prompt and certain divestiture
of the identified assets to assure that competition is not substantially lessened;
AND WHEREAS, Plaintiff requires Defendants to make certain divestitures for the
purpose of remedying the loss of competition alleged in the Complaint;
AND WHEREAS, Defendants have represented to the Plaintiff that the divestitures
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7
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MOTION FOR ENTRY OF FINAL JUDGMENT
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EXTRACTED KEY WORDS
COURT UNITED STATES DEFENDANTS PLAINTIFF DIVESTITURE ASSETS PURSUANT ENTRY COMPLAINT PURCHASER ALCOA TRUSTEE TUNNEY ACT PROVISIONS COMPETITIVE IMPACT STATEMENT REYNOLDS CORPUS CHRISTI ANTITRUST COMPLIANCE CORPUS CHRISTI REFINERY PROCEEDING CIVIL ANTITRUST SGA AGREEMENT ACCOMPLISH CGA SEPARATE STIPULATION DRAGON DESIGN MATERIALS PROPOSED ACQUISITION |
UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLUMBIA
____________________________________)
UNITED STATES OF AMERICA, ) )
Plaintiff, )
) Civil No.: 00-CV-954
v. )
) Judge: Ricardo M.
ALCOA INC., et al., ))
Defendants. )
____________________________________)
PLAINTIFF'S MOTION FOR ENTRY OF FINAL JUDGMENT
Pursuant to Section 2(b) of the Antitrust Procedures and Penalties Act, 15 U.S.C.
§ 16(b)-(h) ("Tunney Act"), Plaintiff United States moves for entry of the proposed Final
Judgment filed in this civil antitrust proceeding. The proposed Final Judgment may be entered at
this time without further hearing if the Court determines that entry is in the public interest. The
Competitive Impact Statement filed in this matter on June 6, 2000, explains why entry of the
proposed Final Judgment would be in the public interest. A Certificate of Compliance setting
forth the steps taken by the parties to comply with all applicable provisions of the Tunney Act
and certifying that the statutory waiting period has expired has been filed simultaneously with this
Motion.
I.
Background
On May 3, 2000, the United States filed a civil antitrust complaint alleging that the
proposed acquisition by Alcoa Inc. ("Alcoa") of Reynolds Metals Company ("Reynolds") would,
if consummated, violate Section 7 of the Clayton Act, 15 U.S.C. § 18. The Complaint alleged
that the proposed merger would substantially lessen competition in the refining and sale of both
smelter grade alumina ("SGA"), which is used to produce aluminum ingots, and chemical grade
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