In Tenet Healthcare Corporation, (24) the Commission, joined by the State of Missouri, filed for a preliminary injunction in April 1998 alleging that the proposed acquisition by Tenet Healthcare Corporation ("Tenet") of Poplar Bluff Physicians Group, Inc., d/b/a/ Doctors Regional Medical Center ("DRMC") would lessen competition substantially in the provision of general acute care inpatient hospital services in Butler County, Missouri, and seven surrounding counties. DRMC and Tenet's Lucy Lee Hospital were the two principal general hospitals in the relevant area. On July 30, 1998, the court granted the Commission's and Missouri's motions blocking the transaction pending the outcome of an administrative trial. Subsequently, the parties filed a notice of appeal of the court's decision. The Commission issued an administrative complaint in August 1998. Both the appeal and complaint are pending.
The Commission also issued an administrative complaint in Monier Lifetile LLC, Boral Ltd., and Lafarge S.A., (25) alleging that the formation of Monier Lifetile LLC, a joint venture limited liability corporation between Boral Ltd. and a subsidiary of Lafarge S.A., would lessen competition substantially in the market for standard-weight concrete roofing tile in the Southwestern United States (consisting of California, Arizona and Nevada) and Florida. According to the complaint, the parties were the two largest producers of concrete roofing tile in the United States prior to formation of the joint venture. The administrative proceeding is pending.
The Commission also accepted consent agreements for public comment in 23 merger cases in fiscal year 1998. A complaint and decision and order were issued in 14 of those matters during the fiscal year, and a consent agreement in eight of these cases became final after September 30, 1998. One of the transactions subsequently was abandoned.
In The Dow Chemical Company,(26) the complaint alleged that the proposed $425 million acquisition by The Dow Chemical Company ("Dow") of Sentrachem Limited would lessen competition substantially in the research, development, manufacture and sale of chelants in the United States. Aminopolycarboxylic chelating agents, also known as chelants, are chemicals used in cleaners, pulp and paper, water treatment, photography, agriculture, and food and pharmaceutical applications to neutralize and inactivate metal ions. According to the complaint, Dow and Sentrachem's subsidiary, Hampshire Chemical Corporation ("Hampshire"), are the two leading of only three producers of chelants, with a combined market share of over 70 percent. Under the order, the parties were required to divest Hampshire's chelant business to Akzo Nobel N.V., a Dutch chemical company that is a leading European producer of chelants. The order also provided for the expansion of the Hampshire's Lima, Ohio, facility by setting certain "milestones" that must be met to accomplish the construction of additional capacity.
In Guinness plc, Grand Metropolitan plc, and Diageo plc,(27) the complaint alleged that the proposed merger of Guinness plc and Grand Metropolitan plc ("Grand Met") would lessen competition substantially in the production of premium Scotch and premium gin in the United States. According to the complaint, the combined entity, known as Diageo plc, would control approximately 92 percent and 73 percent of all U.S. premium Scotch and premium gin sales, respectively. The order required divestiture of Guinness' assets used in the manufacture of "Dewar's" Scotch whisky, as well as the assets used by Grand Met in the production of "Bombay" gin.(28)
In CUC International Inc., and HFS Incorporated,(29) the complaint alleged that the proposed merger of CUC International Inc. ("CUC") and HFS Incorporated ("HFS") would lessen competition substantially in the worldwide sale of timeshare exchange services to timeshare developers and owners.
