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1
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DECISION & ORDER
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EXTRACTED KEY WORDS
COMMISSION HANNAFORD TRADE DELHAIZE AMERICA ASSETS HANNAFORD STORE TRUSTEE ACT SCHEDULE FEDERAL TRADE COMMISSION PROPOSED ACQUISITION FOOD BUSINESS AGREEMENT SUPERMARKET DIVESTITURE COMPLAINT HANNAFORD BROS COMPETITION ETABLISSEMENTS DELHAIZE FRERES SYLVESTER GROUP PARAGRAPH TRADE MARKS PURSUANT NOTIFICATION UNITED STATES CLAYTON ACT NORTH CAROLINA FAISON AGREEMENT |
991-0308
UNITED STATES OF AMERICA
BEFORE FEDERAL TRADE COMMISSION
COMMISSIONERS:
Robert Pitofsky, Chairman
Sheila F. Anthony
Mozelle W. Thompson
Orson Swindle
Thomas B. Leary
In the Matter of
ETABLISSEMENTS DELHAIZE FRERES ET CIE "LE LION" S.A., a corporation;
DELHAIZE AMERICA, INC., a corporation; and HANNAFORD BROS. CO., a
corporation.
DECISION AND ORDER
Docket No. C-3962
The Federal Trade Commission ("Commission") having initiated an
investigation of the proposed acquisition of Respondent Hannaford
Bros. Co. ("Hannaford") by Respondent Delhaize America, Inc., formerly
Food Lion Inc., ("Delhaize America") of which Respondent
Etablissements Delhaize Freres et Cie "Le Lion" S.A. ("Delhaize"), a
Belgian company, is the majority owner, hereinafter referred to as
"Respondents," and Respondents having been furnished with a copy of a
draft of Complaint that the Bureau of Competition presented to the
Commission for its consideration and which, if issued by the
Commission, would charge Respondents with violations of Section 7 of
the Clayton Act, as amended, 15 U.S.C. § 18, and of Section 5 of the
Federal Trade Commission Act, as amended, 15 U.S.C. § 45, and;
Respondents, their attorneys, and counsel for the Commission having
thereafter executed an Agreement Containing Consent Orders ("Consent
Agreement"), containing an admission by Respondents of all the
jurisdictional facts set forth in the aforesaid draft of Complaint, a
statement that the signing of said Consent Agreement is for settlement
purposes only and does not constitute an admission by Respondents that
the law has been violated as alleged in such Complaint, or that the
facts as alleged in such Complaint, other than the jurisdictional
facts, are true, and waivers and other provisions as required by the
Commission's Rules; and
The Commission having thereafter considered the matter and having
determined that it had reason to believe that the Respondents have
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2
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AGREEMENT
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EXTRACTED KEY WORDS
CONSENT AGREEMENT ASSETS DELHAIZE COMMISSION COMPLAINT DELHAIZE AMERICA HANNAFORD BROS BUSINESS LAWS EXECUTE ACCEPTANCE ETABLISSEMENTS DELHAIZE ETABLISSEMENTS DELHAIZE FRERES CIE LION COUNSEL FACTS DRAFT PROCEEDING CONTEMPLATES COMPLIANCE PUBLIC RECORD ESQ FEDERAL TRADE COMMISSION RELIEF HEREBY VIRTUE PURSUANT REPORTS |
UNITED STATES OF AMERICA
BEFORE FEDERAL TRADE COMMISSION
In the Matter of
Etablissements Delhaize Freres et Cie "Le Lion" S.A., a corporation,
Delhaize America, Inc., a corporation, and
Hannaford Bros. Co., a corporation.
File No. 991 0308
AGREEMENT CONTAINING CONSENT ORDERS
The Federal Trade Commission ("Commission"), having initiated an
investigation of the proposed merger between Delhaize America, Inc.
("Delhaize America"), of which Etablissements Delhaize Freres et Cie
"Le Lion" S.A.("Delhaize") is the majority owner, and Hannaford Bros.
Co. ("Hannaford"), and it now appearing that Delhaize, Delhaize
America and Hannaford, hereinafter sometimes referred to as "Proposed
Respondents," are willing to enter into this Agreement Containing
Consent Orders ("Consent Agreement") to divest certain assets and
providing for other relief:
IT IS HEREBY AGREED by and between Proposed Respondents, by their duly
authorized officers and attorneys, and counsel for the Commission
that:
1. Proposed Respondent Delhaize is a corporation organized, existing
and doing business under and by virtue of the laws of Belgium, with
its office and principal place of business located at rue Osseghem,
1080 Brussels, Belgium.
2. Proposed Respondent Delhaize America, the majority owner of which
is Delhaize, is a corporation organized, existing, and doing business
under and by virtue of the laws of the State of North Carolina, with
its office and principal place of business located at 2110 Executive
Drive, Salisbury, North Carolina 28145.
3. Proposed Respondent Hannaford is a corporation organized, existing
and doing business under and by virtue of the laws of the State of
Maine, with its principal place of business located in Portland,
Maine.
4. Proposed Respondents admit all the jurisdictional facts set forth
in the draft of Complaint here attached.
5. Proposed Respondents waive:
a. any further procedural steps;
b. the requirement that the Commission's Order to Maintain Assets and
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3
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COMPLAINT
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EXTRACTED KEY WORDS
SUPERMARKETS FOOD HANNAFORD GROCERY FEDERAL TRADE COMMISSION TRADE COMMISSION ACT RESPONDENT DELHAIZE AMERICA STORES COMMERCE CAROLINA VIOLATION ACQUISITION CONSUMERS BUSINESS PRICES CLAYTON ACT VIRGINIA NORTH CAROLINA MSA LION RETAIL SALES TIMES RELEVANT SOUTH CAROLINA MARKET COMPETITION COUNTY COUNTRY |
9910308
UNITED STATES OF AMERICA
BEFORE FEDERAL TRADE COMMISSION
In the Matter of
ETABLISSEMENTS DELHAIZE FRERES ET CIE "LE LION" S.A., a corporation;
DELHAIZE AMERICA, INC., a corporation; and HANNAFORD BROS. CO., a
corporation.
Docket No. C-3962
COMPLAINT
Pursuant to the provisions of the Federal Trade Commission Act, and by
virtue of the authority vested in it by said Act, the Federal Trade
Commission ("Commission"), having reason to believe that respondent
Delhaize America, Inc. ("Delhaize America"), of which respondent
Etablissements Delhaize Freres et Cie "Le Lion" S.A. ("Delhaize") is
the majority owner, have entered into an agreement to acquire all of
the outstanding voting stock of respondent Hannaford Bros. Co.
("Hannaford"), all subject to the jurisdiction of the Commission, in
violation of Section 5 of the Federal Trade Commission Act, as
amended, 15 U.S.C. § 45, that such acquisition, if consummated, would
violate Section 7 of the Clayton Act, as amended, 15 U.S.C. § 18, and
Section 5 of the Federal Trade Commission Act, as amended, 15 U.S.C.
45, and that a proceeding in respect thereof would be in the public
interest, hereby issues its complaint, stating its charges as follows:
Definition
1. For the purposes of this complaint:
"Supermarket" means a full-line retail grocery store with annual
sales of at least $2 million that carries a wide variety of food
and grocery items in particular product categories, including bread
and dairy products; refrigerated and frozen food and beverage
products; fresh and prepared meats and poultry; produce, including
fresh fruits and vegetables; shelf-stable food and beverage
products, including canned and other types of packaged products;
staple foodstuffs, which may include salt, sugar, flour, sauces,
spices, coffee, and tea; and other grocery products, including
nonfood items such as soaps, detergents, paper goods, other
household products, and health and beauty aids.
Etablissements Delhaize Freres et Cie "Le Lion" S.A.
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4
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ANALYSIS
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EXTRACTED KEY WORDS
HANNAFORD SUPERMARKETS CONSENT ORDER COMMISSION DIVEST PROPOSED RESPONDENTS FOOD DELHAIZE VIRGINIA BUYERS NORTH CAROLINA DRAFT COMPLAINT MARKET GROCERY DELHAIZE AMERICA COMPETITION AGREEMENT RICHMOND BEACH ACQUISITION ALLEGES PRICES COUNTY ASSETS VOTING STOCK WILMINGTON SALE RETAIL RALEIGH |
_________________________________________________________________
ANALYSIS OF THE COMPLAINT AND PROPOSED CONSENT ORDER
TO AID PUBLIC COMMENT
_________________________________________________________________
I. Introduction
The Federal Trade Commission ("Commission") has accepted for public
comment from Etablissements Delhaize Freres et Cie "Le Lion" S.A.
("Delhaize"), Delhaize America, Inc. ("Delhaize America"), and
Hannaford Bros. Co. ("Hannaford") (collectively "the Proposed
Respondents"), an Agreement Containing Consent Order ("the proposed
consent order"). The Proposed Respondents have also reviewed a draft
complaint that the Commission contemplates issuing. The proposed
consent order is designed to remedy likely anticompetitive effects
arising from the proposed Agreement and Plan of Merger between
Delhaize, Delhaize America, and Hannaford to acquire all of the
outstanding voting stock of Hannaford.
II. Description of the Parties and the Proposed Acquisition
Delhaize America, a North Carolina corporation, which operates most of
its stores under the names of "Food Lion" and "Kash N' Karry," has
over 1,200 supermarkets in the Southeast and Mid-Atlantic regions of
the United States. Food Lion stores are situated in Virginia, North
Carolina, South Carolina, Georgia, Florida, Tennessee, Kentucky, West
Virginia, Pennsylvania, Delaware, and Maryland. Delhaize America's
total sales for fiscal year 1999 were $11 billion, with most generated
by Food Lion stores' operations.
Hannaford, a publicly traded firm, is a Maine corporation with
executive offices located in Scarborough, Maine. Approximately
one-fourth of its common stock is owned by the Sobey family of
Stellarton, Nova Scotia, Canada, and its various affiliated trusts and
companies. Hannaford's total sales for fiscal year 1999 were $3.46
billion. Hannaford operates about 100 stores under the "Hannaford" or
"Shop 'N Save" banner in metropolitan New England and New York
markets, plus about 50 stores under the "Hannaford" banner in Virginia
and North Carolina markets. Hannaford entered the Southeast in the
mid-1990's. The company's supermarkets are located in Maine,
Massachusetts, New Hampshire, Vermont, New York, North Carolina,
Virginia, and South Carolina.
Under the terms of the merger agreement, dated August 17, 1999,
Delhaize America will acquire all of Hannaford's outstanding voting
stock for approximately $3.6 billion.
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