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1
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DECISION AND ORDER
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EXTRACTED KEY WORDS
COMMISSION BUSINESS RESPONDENTS GOODMAN FIELDER DGF STOESS DIRECTORS EXCLUDING TRANSACTIONS NOTIFICATION SUCCESSORS REPRESENTATIVES LEINER DAVIS GELATIN ASSETS PRIOR FEDERAL TRADE COMMISSION COMPLAINT AGREEMENT EMPLOYEES AGENTS ACQUISITION CONSENT AGREEMENT JOINT VENTURES SUBSIDIARIES ORDINARY COURSE MANUFACTURED PRODUCT GERMANY ARGENTINIAN GELATIN ASSETS OWNERSHIP LEASEHOLD SALES |
011 0117
UNITED STATES OF AMERICA
BEFORE FEDERAL TRADE COMMISSION
COMMISSIONERS:
Timothy J. Muris, Chairman
Sheila F. Anthony
Mozelle W. Thompson
Orson Swindle
Thomas B. Leary
In the Matter of
DEUTSCHE GELATINE-FABRIKEN STOESS AG, a corporation, and GOODMAN
FIELDER LIMITED, a corporation.
Docket No. C-
DECISION AND ORDER
The Federal Trade Commission ("Commission") having initiated an
investigation of the proposed acquisition of the gelatin business of
Goodman Fielder Limited ("Goodman Fielder") by Deutsche
Gelatine-Fabriken Stoess AG ("DGF Stoess"), and DGF Stoess and Goodman
Fielder (collectively, "Respondents") having been furnished thereafter
with a copy of a draft of Complaint that the Bureau of Competition
proposed to present 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
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 Order ("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 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 Respondents have
violated the said Acts, and that a Complaint should issue stating its
charges in that respect and having accepted the executed Consent
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2
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COMPLAINT
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EXTRACTED KEY WORDS
ACT DGF STOESS MARKET FEDERAL TRADE COMMISSION RESPONDENT GELATIN PROPOSED ACQUISITION COMMERCE RELEVANT MARKET BUSINESS UNITED STATES CLAYTON ACT VIOLATION AGREEMENT FTC ACT COMPLAINT COMPETITION CONSUMMATING PURCHASE AGREEMENT PIGSKIN BEEF ENTRY LIKELIHOOD VIRTUE SALE IOWA AFFECTS COMMERCE AUSTRALIA MANUFACTURING |
011 0117
UNITED STATES OF AMERICA
BEFORE FEDERAL TRADE COMMISSION
In the Matter of
DEUTSCHE GELATINE-FABRIKEN STOESS AG, a corporation, and GOODMAN
FIELDER LIMITED, a corporation.
Docket No.
COMPLAINT
Pursuant to the Federal Trade Commission Act and the Clayton Act, and
by virtue of the authority vested in it by said Acts, the Federal
Trade Commission ("Commission"), having reason to believe that
Respondent Goodman Fielder Limited ("Goodman Fielder") and Respondent
Deutsche Gelatine-Fabriken Stoess AG ("DGF Stoess"), both corporations
subject to the jurisdiction of the Commission, have entered into an
agreement whereby Respondent DGF Stoess would acquire the gelatin
business of Respondent Goodman Fielder 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. DGF STOESS
1. Respondent DGF Stoess is a corporation organized, existing and
doing business under and by virtue of the laws of Germany, with its
office and principal place of business located at Gammelsbacher
Strasse 2, 69412 Eberbach, Germany. DGF Stoess's principal
subsidiaries in the United States, Kind & Knox Gelatine, Inc. and
Dynagel, Inc., are located, respectively, in Sioux City, Iowa and
Calumet City, Illinois.
2. Respondent DGF Stoess is engaged in, among other things, the
manufacture and sale of gelatin.
3. Respondent DGF Stoess is, and at all times herein has been, engaged
in commerce, as "commerce" is defined in Section 1 of the Clayton Act,
as amended, 15 U.S.C. § 12, and is a corporation whose business is in
or affects commerce, as "commerce" is defined in Section 4 of the
Federal Trade Commission Act, as amended, 15 U.S.C. § 44.
II. GOODMAN FIELDER
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3
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AGREEMENT CONTAINING CONSENT
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EXTRACTED KEY WORDS
CONSENT AGREEMENT COMMISSION COMPLAINT DEUTSCHE GELATINE-FABRIKEN STOESS GOODMAN FIELDER BUSINESS ACCEPTANCE LAW DRAFT COUNSEL FACTS COMPLYING CONTEMPLATES BUREAU COMPETITION PROCEEDING FEDERAL TRADE COMMISSION DGF STOESS RELIEF HEREBY PURSUANT REPORTS MANNER COMPLIANCE PUBLIC RECORD AUSTRALIA JURISDICTIONAL FACTS EXECUTE THEREAFTER |
UNITED STATES OF AMERICA
BEFORE FEDERAL TRADE COMMISSION
In the Matter of
DEUTSCHE GELATINE-FABRIKEN STOESS AG, a corporation, and GOODMAN
FIELDER LIMITED, a corporation.
File No. 011-0117
AGREEMENT CONTAINING CONSENT ORDER
The Federal Trade Commission ("Commission") having initiated an
investigation of the proposed acquisition by Proposed Respondent
Deutsche Gelatine-Fabriken Stoess AG ("DGF Stoess") of the gelatin
business of Proposed Respondent Goodman Fielder Limited ("Goodman
Fielder"), and it now appearing that DGF Stoess and Goodman Fielder
(collectively "Proposed Respondents") are willing to enter into this
Agreement Containing Consent Order ("Consent Agreement"), to refrain
from certain acts, 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 DGF Stoess is a corporation organized, existing
and doing business under and by virtue of the laws of Germany, with
its office and principal place of business located at Gammelsbacher
Strasse 2, 69412 Eberbach, Germany.
2. Proposed Respondent Goodman Fielder is a corporation organized,
existing and doing business under and by virtue of the laws of New
South Wales, Australia, with its office and principal place of
business located at 75 Talavera Road, Macquarie Park NSW 2113,
Australia.
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;
b. the requirement that the Commission's Decision and Order
("Decision and Order") attached hereto and made a part hereof,
contain a statement of findings of fact and conclusions of law;
c. all rights to seek judicial review or otherwise challenge or
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4
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ANALYSIS
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EXTRACTED KEY WORDS
GOODMAN FIELDER DGF STOESS PLANTS PIGSKIN CONSENT AGREEMENT BEEF COMMISSION ASSETS MARKET PROPOSED ACQUISITION RETAINED ASSETS SALE COMPETITION UNITED STATES GELATIN BUSINESS PRIOR GELATIN MANUFACTURING ANTICOMPETITIVE EFFECTS ARGENTINA SUPPLIER SUBSEQUENT WORLDWIDE IOWA INDUSTRY EXPANSION ENTRY RAW MATERIALS ENTRANT TRANSACTION |
ANALYSIS OF AGREEMENT CONTAINING CONSENT ORDER
TO AID PUBLIC COMMENT
In the Matter of Deutsche Gelatine-Fabriken Stoess AG and Goodman
Fielder Limited
File No. 011 0117
I. Introduction
The Federal Trade Commission ("Commission") has accepted, subject to
final approval, an Agreement Containing Consent Order ("Consent
Agreement") from Deutsche Gelatine-Fabriken Stoess AG ("DGF Stoess")
and Goodman Fielder Limited ("Goodman Fielder") which is designed to
remedy the anticompetitive effects resulting from Goodman Fielder's
sale of its gelatin business to DGF Stoess. Under the terms of the
Consent Agreement, DGF Stoess will not be allowed to acquire Goodman
Fielder's entire gelatin business as initially proposed; rather,
Goodman Fielder will retain its United States and Argentine gelatin
assets, which, collectively, represent approximately 40 percent of the
original proposed acquisition. Moreover, Goodman Fielder will face
limitations on any subsequent divestiture of those retained assets,
including requirements that Goodman Fielder seek prior approval from
the Commission or provide prior notice to the Commission, depending on
certain relevant considerations.
The proposed Consent Agreement has been placed on the public record
for thirty (30) days for receipt of comments by interested persons.
Comments received during this period will become part of the public
record. After thirty (30) days, the Commission will again review the
proposed Consent Agreement and the comments received, and will decide
whether it should withdraw from the proposed Consent Agreement or make
final the Decision and Order.
Pursuant to a purchase agreement dated February 14, 2001, DGF Stoess
proposed to acquire Goodman Fielder's entire worldwide gelatin
business (the "Proposed Acquisition"). The total value of the Proposed
Acquisition is approximately $170 million. The Commission's Complaint
alleges that the Proposed 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, in
the United States market for the manufacture and sale of pigskin and
beef hide gelatin.
II. The Parties
Headquartered in Eberbach, Germany, DGF Stoess is the largest supplier
of pigskin and beef hide gelatin in the United States and the world.
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