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1
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ORDER TO MAINTAIN ASSETS
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EXTRACTED KEY WORDS
LIQUID PHOTOPOLYMER COMMISSION RESPONDENTS BUSINESS ASSETS EMPLOYEES COMMISSION-APPROVED ACQUIRER RELATED DECISION AGREEMENT DIVESTITURE SCHEDULE MARKETING PRINTING PLATES OFFICERS DISTRIBUTION LIQUID PHOTOPOLYMER RESINS EQUIPMENT RELATING DESIGN SALE CUSTOMERS NORTH AMERICA MACDERMID SHEET PHOTOPOLYMER INTERNATIONAL LIQUID PURPOSES COMPETITION RIGHTS MANUFACTURING |
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
MACDERMID, INCORPORATED, a corporation, and
POLYFIBRON TECHNOLOGIES, INC., a corporation.
Docket No. C-3911
ORDER TO MAINTAIN ASSETS
The Federal Trade Commission having initiated an investigation of the
proposed acquisition by the Respondent MacDermid, Incorporated of the
Respondent Polyfibron Technologies, Inc., hereinafter referred to as
"Respondents," and the Respondents having been furnished thereafter
with a copy of a draft of the Complaint that the Bureau of Competition
presented to the Commission for its consideration and which, if issued
by the Commission, would charge the Respondents with violations of
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
Respondents, their attorneys, and counsel for the Commission having
thereafter executed an Agreement Containing Consent Orders ("Consent
Agreement"), containing an admission by the Respondents of all of the
jurisdictional facts set forth in the aforesaid draft of the
Complaint, a statement that the signing of said Consent Agreement is
for settlement purposes only and does not constitute an admission by
the 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 has reason to believe that Respondents have
violated the said Acts, and that a Complaint should issue stating its
charges in that respect, and having determined to accept the executed
Agreement Containing Consent Orders and to place such Agreement on the
public record for a period of thirty (30) days, the Commission hereby
issues its Complaint, makes the following jurisdictional findings and
issues this Order to Maintain Assets:
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2
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DECISION & ORDER
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EXTRACTED KEY WORDS
RESPONDENTS POLYFIBRON AGREEMENT LIQUID PHOTOPOLYMER TRUSTEE COMMISSION-APPROVED ACQUIRER AMERICA FEDERAL TRADE COMMISSION MACDERMID TRADE COMMISSION ACT PHOTOPOLYMER BUSINESS CONSENT ASSETS LIQUID PHOTOPOLYMER PRODUCTS POLYFIBRON TECHNOLOGIES DIVESTITURE COMPLAINT PROPOSED ACQUISITION THEREAFTER COMPETITIVENESS ATTORNEYS DISTRIBUTION PRINTING PLATES EMPLOYMENT EMPLOYEES MARKETING LIQUID PHOTOPOLYMER RESINS CUSTOMERS PARAGRAPH |
9910167
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
MACDERMID, INCORPORATED, a corporation, and
POLYFIBRON TECHNOLOGIES, INC., a corporation.
Docket No. C-3911
DECISION AND ORDER
The Federal Trade Commission having initiated an investigation of the
proposed acquisition by the Respondent MacDermid, Incorporated, of the
Respondent Polyfibron Technologies, Inc., hereinafter referred to as
"Respondents," and the Respondents having been furnished thereafter
with a copy of a draft of the Complaint that the Bureau of Competition
presented to the Commission for its consideration and which, if issued
by the Commission, would charge the Respondents with violations of
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
Respondents, their attorneys, and counsel for the Commission having
thereafter executed an Agreement Containing Consent Orders ("Consent
Agreement"), containing an admission by the Respondents of all of the
jurisdictional facts set forth in the aforesaid draft of the
Complaint, a statement that the signing of said Consent Agreement is
for settlement purposes only and does not constitute an admission by
the 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
violated the said Acts, and that a Complaint should issue stating its
charges in that respect, and having thereupon issued its Complaint and
its Order to Maintain Assets and accepted the executed Consent
Agreement and placed such Agreement on the public record for a period
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3
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ANALYSIS
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EXTRACTED KEY WORDS
PROPOSED ORDER LIQUID PHOTOPOLYMERS AGREEMENT SHEET PHOTOPOLYMERS RESPONDENTS BUSINESS COMPETITION NORTH AMERICA SALE POLYFIBRON DIVESTITURE MARKET COMMISSION PROPOSED COMPLAINT ASAHI COMPLAINT ALLEGES DISTRIBUTION AGREEMENTS MACDERMID CUSTOMERS BASF ASSETS REQUIRING CHEMENCE COMMISSION-APPROVED ACQUIRER ACQUISITION ALLOCATE PROVISIONS PRINTING EQUIPMENT |
ANALYSIS OF PROPOSED CONSENT ORDER
TO AID PUBLIC COMMENT
The Federal Trade Commission ("Commission") has accepted, subject to final approval,
an Agreement Containing Consent Orders ("Agreement") from MacDermid, Inc. ("MacDermid")
and Polyfibron Technologies, Inc. ("Polyfibron") to resolve competitive concerns arising out of
MacDermid's proposed acquisition of Polyfibron. The Agreement includes a proposed Decision
and Order (the "proposed Order") which would require MacDermid and Polyfibron
("respondents") to divest the Polyfibron business of producing and selling liquid photopolymers;
to terminate their respective agreements to distribute sheet photopolymers in North America
(MacDermid's 1998 distribution agreement with Asahi Chemical Industry Co., Ltd. ("Asahi"),
and Polyfibron's 1995 distribution agreement with BASF Lacke + Farben AG ("BASF")); and to
cease and desist from inviting, entering into or participating in any agreements with other
photopolymer manufacturers that have as their effect any allocation, division or illegal restriction
of competition. The Agreement also includes an Order to Maintain Assets which requires
respondents to preserve the Polyfibron business of producing and selling liquid photopolymers as
a viable, competitive, and ongoing business until the divestiture is achieved.
The proposed Order has been placed on the public record for thirty (30) days for reception
of comments by interested persons. Comments received during this period will become part of
the public record. After thirty (30) days, the Commission will review the Agreement and
comments received and decide whether to withdraw its acceptance of the Agreement or make
final the Agreement's proposed Order.
The proposed complaint alleges that the acquisition, if consummated, would violate
Section 7 of the Clayton Act, 15 U.S.C. § 18, as amended, and Section 5 of the Federal Trade
Commission Act ("FTC Act"), 15 U.S.C. § 45, as amended, in the following markets: (1) the
research, development, manufacture, and sale of liquid photopolymers for use in the manufacture
of flexographic printing plates for printing on packaging materials, such as corrugated containers
and multi-wall bags ("Liquid Photopolymers"); and (2) the research, development and sale of
solid sheet photopolymers for use in the manufacture of flexographic printing plates for printing
on packaging materials such as plastic bags and other flexible packaging, as well as corrugated
containers and multi-wall bags ("Sheet Photopolymers").
The proposed complaint alleges that the Liquid Photopolymer market in North America is
highly concentrated, and that the proposed acquisition of Polyfibron by MacDermid represents a
virtual merger to monopoly in that market.
The proposed complaint also alleges that the Sheet Photopolymer market in North
America is highly concentrated, with the pre-merger market being dominated by two firms, E.I.
du Pont de Nemours & Co., Inc. ("DuPont") and Polyfibron (selling its own-manufactured Sheet
Photopolymer products, and those of BASF under the 1995 distribution agreement). Other firms
that participate in the North American Sheet Photopolymer market are niche players with minor
market shares. While MacDermid does not produce Sheet Photopolymers, it entered into a
distribution agreement with Asahi in 1998 that gives it the rightwhich it has not yet exercised--to
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4
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AGREEMENT CONTAINING CONSENT
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EXTRACTED KEY WORDS
COMMISSION CONSENT AGREEMENT ASSETS COMPLAINT LAW ACCEPTANCE MACDERMID POLYFIBRON TECHNOLOGIES CONTEMPLATES FACTS DRAFT COMPLAINT PROCEEDING COMPETITION COMMISSION RULE MANNER BUREAU REPORT COMPLIANCE VIOLATION FEDERAL TRADE COMMISSION DIVEST RELIEF HEREBY OFFICERS ATTORNEY BUSINESS PURSUANT PUBLIC RECORD DISPOSITION |
UNITED STATES OF AMERICA
BEFORE FEDERAL TRADE COMMISSION
In the Matter of
MACDERMID, INCORPORATED,
a corporation, File No. 991-0167
and
POLYFIBRON TECHNOLOGIES, INC.,
a corporation.
AGREEMENT CONTAINING CONSENT ORDERS
The Federal Trade Commission ("Commission"), having initiated an investigation of the
proposed acquisition by MacDermid, Incorporated ("MacDermid") of Polyfibron Technologies,
Inc. ("Polyfibron"), and it now appearing that MacDermid and Polyfibron, 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 MacDermid is a corporation organized, existing and doing
business under and by virtue of the laws of the State of Connecticut, with its executive offices
located at 245 Freight Street, Waterbury, Connecticut 06702.
2. Proposed Respondent Polyfibron is a corporation organized, existing and doing business
under and by virtue of the laws of the State of Delaware, with its office and principal place of
business located at 900 Middlesex Turnpike, Building 2, Billerica, Massachusetts 01821-3946.
3. Proposed Respondents admit all the jurisdictional facts set forth in the draft of
Complaint here attached.
4. Proposed Respondents waive:
a. any further procedural steps;
Agreement Containing Consent Orders Page 2
b. the requirement that the Commission's Order to Maintain Assets and Decision and
Order, here attached and made a part hereof, contain a statement of findings of fact
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5
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COMPLAINT
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EXTRACTED KEY WORDS
LIQUID PHOTOPOLYMERS POLYFIBRON SHEET PHOTOPOLYMERS ASAHI SALE MACDERMID COMPETITION MARKET ACT NORTH AMERICA PRINTING ACQUISITION AGREEMENT CUSTOMERS BUSINESS COMMERCE FEDERAL TRADE COMMISSION VIOLATION FTC ACT PRODUCTION MATERIALS TECHNOLOGIES RESPONSE PACKAGING MATERIALS PRICE PRINTING PLATES BASF LIKELIHOOD HERCULES |
UNITED STATES OF AMERICA
BEFORE FEDERAL TRADE COMMISSION
In the Matter of
MACDERMID, INC., a corporation, and POLYFIBRON TECHNOLOGIES, INC., a
corporation.
Docket No. C-3911
COMPLAINT
The Federal Trade Commission ("Commission"), having reason to believe
that MacDermid, Inc. has agreed to acquire Polyfibron Technologies,
Inc., both corporations subject to the jurisdiction of the Commission,
in violation of Section 7 of the Clayton Act, as amended, 15 U.S.C.
§ 18, and Section 5 of the Federal Trade Commission Act ("FTC Act"),
as amended, 15 U.S.C. § 45; and it appearing to the Commission that a
proceeding in respect thereof would be in the public interest, hereby
issues its Complaint, stating its charges as follows:
I. RESPONDENTS
1. Respondent MacDermid, Inc. ("MacDermid") is a corporation
organized, existing, and doing business under and by virtue of the
laws of the State of Connecticut, with its executive offices located
at 245 Freight Street, Waterbury, Connecticut 06702.
2. Respondent Polyfibron Technologies, Inc. ("Polyfibron") is a
corporation organized, existing, and doing business under and by
virtue of the laws of the State of Delaware, with its office and
principal place of business located at 900 Middlesex Turnpike,
Building 2, Billerica, Massachusetts 01821-3946.
3. For purposes of this proceeding, Respondents are, and at all times
relevant herein have been, engaged in commerce as "commerce" is
defined in Section 1 of the Clayton Act, as amended, 15 U.S.C. § 12,
and are corporations whose businesses are in or affecting commerce as
"commerce" is defined in Section 4 of the FTC Act, as amended, 15
U.S.C. § 44.
II. THE ACQUISITION
4. Pursuant to a Plan and Agreement of Merger dated February 18, 1999,
MacDermid will acquire all of the voting securities of Polyfibron for
approximately $299 million ("the Acquisition").
III. THE RELEVANT MARKETS
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