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1
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ORDER TO MAINTAIN ASSETS
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EXTRACTED KEY WORDS
RESPONDENT COMMISSION AGREEMENT INTERIM MONITOR CONSENT AGREEMENT PARAGRAPH SUN PERYLENE ASSETS BUSINESS COMPLIANCE CIBA REASON CHEMICALS DIVESTITURE PURSUANT OFFICERS ACT FEDERAL TRADE COMMISSION APPOINT BAYER DAINIPPON ASSET PURCHASE AGREEMENT COMPLAINT LAWS REPORTS EXPENSES OBLIGATIONS COMMISSION-APPROVED ACQUIRER REPRESENTATIVES VIRTUE |
0210100
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
DAINIPPON INK AND CHEMICALS, INCORPORATED, a corporation.
Docket No. C-4073
ORDER TO MAINTAIN ASSETS
The Federal Trade Commission ("Commission") having initiated an
investigation of the proposed acquisition by Respondent Dainippon Ink
and Chemicals, Incorporated ("Dainippon"), hereinafter referred to as
"Respondent," of certain assets of Bayer Corporation ("Bayer"), and
Respondent 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 Respondent 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
Respondent, its attorneys, and counsel for the Commission having
thereafter executed an Agreement Containing Consent Orders ("Consent
Agreement"), containing the proposed Decision and Order, an admission
by Respondent 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 Respondent 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 Respondent has violated
Section 5 of the Federal Trade Commission Act, and that the
Acquisition, if consummated, would violate Section 7 of the Clayton
Act and Section 5 of the Federal Trade Commission Act, and that a
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2
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DECISION AND ORDER
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EXTRACTED KEY WORDS
COMMISSION ASSETS SUN PERYLENE ASSETS DIVESTITURE TRUSTEE FEDERAL TRADE COMMISSION CHEMICALS AGREEMENT COMMISSION-APPROVED ACQUIRER INTERIM MONITOR TRADE COMMISSION ACT PARAGRAPH ATTORNEYS DAINIPPON INK COUNSEL COMPLAINT BAYER CORPORATION ACQUISITION CIBA ASSET PURCHASE SUN PERYLENE EMPLOYEES THEREAFTER UNITED STATES EMPLOYMENT COMPETITION TECHNOLOGIES APPOINTED PURSUANT QUALITY CONTROL MANUFACTURING ACCOMPLISH ASSET PURCHASE AGREEMENT |
0210100
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
DAINIPPON INK AND CHEMICALS, INCORPORATED, a corporation.
Docket No. C-4073
DECISION AND ORDER
The Federal Trade Commission ("Commission") having initiated an
investigation of the proposed acquisition by Respondent Dainippon Ink
and Chemicals, Incorporated ("Dainippon"), hereinafter referred to as
"Respondent," of certain assets of Bayer Corporation ("Bayer"), and
Respondent 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 Respondent 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
Respondent, its attorneys, and counsel for the Commission having
thereafter executed an Agreement Containing Consent Orders ("Consent
Agreement"), containing an admission by Respondent 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 Respondent 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 Respondent has violated
the said Acts, and that a Complaint should issue stating its charges
in that respect, and having thereupon issued its Complaint and an
Order to Maintain Assets, and having accepted the executed Consent
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3
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COMPLAINT
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EXTRACTED KEY WORDS
MARKET PERYLENES RELEVANT MARKET FEDERAL TRADE COMMISSION COMMERCE DAINIPPON BAYER ACQUISITION SALE BUSINESS CLAYTON ACT VIOLATION RESPONDENT DAINIPPON CHEMICALS ENTRY COMPLAINT FTC ACT COMPETITION VIRTUE LIKELIHOOD PURCHASE AGREEMENT AFFECTS COMMERCE JAPAN LAWS CHARGES ASSETS JURISDICTION PURSUANT DAINIPPON INK |
0210100
UNITED STATES OF AMERICA
BEFORE FEDERAL TRADE COMMISSION
In the Matter of
DAINIPPON INK AND CHEMICALS, INCORPORATED, a corporation.
Docket No. C-4073
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 Dainippon Ink and Chemicals, Incorporated ("Dainippon"), a
corporation, subject to the jurisdiction of the Commission, has agreed
to acquire certain assets of Bayer Corporation ("Bayer"), a
corporation, 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. RESPONDENT
1. Respondent Dainippon is a corporation organized, existing and doing
business under and by virtue of the laws of Japan, with its offices
and principal place of business located at DIC Building 7-20
Nihonbashi 3-Chome, Chou-ku Tokyo 103 Japan. Dainippon's principal
subsidiary in the United States, Sun Chemical Corporation ("Sun
Chemical"), is located at 222 Bridge Plaza South, Fort Lee, New Jersey
07024.
2. Respondent Dainippon is engaged in, among other things, the
research, development, manufacture, and sale of perylenes.
3. Respondent Dainippon is, and at all times relevant 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. THE ACQUIRED COMPANY
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4
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AGREEMENT CONTAINING CONSENT ORDERS
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EXTRACTED KEY WORDS
ASSETS CONSENT AGREEMENT COMMISSION COMPLAINT ACCEPTANCE DAINIPPON INK DRAFT CONTEMPLATES COMPLYING FACTS LAW CHEMICALS COMPETITION BUREAU EFFECTUATE PUBLIC RECORD COMPLIANCE MANNER REPORTS PURSUANT COUNSEL HEREBY RELIEF DIVESTITURES FEDERAL TRADE COMMISSION PARTIES PROCEEDING THEREAFTER PROPOSED RESPONDENT WAIVES |
UNITED STATES OF AMERICA
BEFORE FEDERAL TRADE COMMISSION
In the Matter of
DAINIPPON INK AND CHEMICALS, INCORPORATED, a corporation.
File No. 021-0100
AGREEMENT CONTAINING CONSENT ORDERS
The Federal Trade Commission ("Commission") having initiated an
investigation of the proposed acquisition by Dainippon Ink and
Chemicals, Incorporated ("Dainippon"), hereinafter referred to as
"Proposed Respondent," of certain assets of Bayer Corporation, and it
now appearing that Proposed Respondent Dainippon is 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 Respondent, by its duly
authorized officers and attorneys, and counsel for the Commission
that:
1. Proposed Respondent Dainippon is a corporation organized, existing
and doing business under and by virtue of the laws of Japan, with its
office and principal place of business located at DIC Building 7-20
Nihonbashi 3-Chome, Chou-ku Tokyo 103 Japan.
2. Proposed Respondent admits all the jurisdictional facts set forth
in the draft of Complaint here attached.
3. Proposed Respondent waives:
a. any further procedural steps;
b. the requirement that the Commission's Decision and Order
("Decision and Order") and Order to Maintain Assets, both
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
contest the validity of the Decision and Order or the Order to
Maintain Assets entered pursuant to this Consent Agreement; and
d. any claim under the Equal Access to Justice Act.
4. Proposed Respondent shall submit an initial report within ten (10)
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5
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ANALYSIS
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EXTRACTED KEY WORDS
SUN CIBA SUN CHEMICAL/BAYER PIGMENTS CONSENT AGREEMENT PERYLENE BUSINESS HIGH PERFORMANCE DIVESTITURE MARKET BAYER MANUFACTURERS ORGANIC PIGMENTS PROPOSED ACQUISITION SUPPLIER CUSTOMERS DAINIPPON COMMISSION QUINACRIDONES COMPETITION ASSETS CONSENT ORDER ACQUIRER AUTOMOTIVE COATINGS FACILITIES TECHNOLOGIES TOLL MANUFACTURERS ANTICOMPETITIVE EFFECTS COMMODITY ORGANIC PIGMENTS COLOR SHADES |
021-0100
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 ("Consent
Agreement") from Dainippon Ink and Chemicals, Incorporated
("Dainippon"), which is designed to remedy the anticompetitive effects
resulting from Dainippon's acquisition of Bayer Corporation's
("Bayer") high performance pigments business. Under the terms of the
Consent Agreement, Dainippon will be required to divest its perylene
business to Ciba Specialty Chemicals Inc. and Ciba Specialty Chemicals
Corporation (collectively, "Ciba").
The proposed Consent Agreement 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 again review the
proposed Consent Agreement and the comments received, and will decide
whether it should withdraw from the proposed Consent Agreement or make
it final.
Pursuant to an asset purchase agreement dated February 15, 2002,
Dainippon, through its wholly-owned U.S. subsidiary, Sun Chemical
Corporation ("Sun Chemical"), agreed to acquire Bayer's high
performance pigments business for approximately $57.8 million (the
"Proposed Acquisition"). 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 worldwide
market for the research, development, manufacture, and sale of
perylenes.
The Parties
Dainippon is a diversified global chemicals company based in Tokyo,
Japan. Primarily through Sun Chemical, Dainippon manufactures and
sells a full range of organic pigments, including perylenes. Sun
Chemical is the third largest supplier of perylenes in the world. Sun
Chemical's perylenes are produced through two third-party, "toll"
manufacturers, Lobeco Products and Forth Technologies, which are
located in South Carolina and Kentucky, respectively. Sun Chemical
provides these toll manufacturers the intellectual property,
manufacturing know-how, and raw materials, as well as some of the
equipment, to produce perylenes.
Bayer is a subsidiary of Bayer AG, a diversified, international
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