Tag: Consumer Goods (Non Food & Beverage)

Tobacco companies Reynolds American Inc. and Lorillard Inc. agreed to divest four cigarette brands to Imperial Tobacco Group to settle FTC charges that their proposed $27.4 billion merger would likely be anticompetitive. The order requires Reynolds to divest to Imperial four established cigarette brands: Winston, Kool, Salem, and Maverick. Imperial is an international tobacco manufacturer with a competitive presence in about 70 countries, but a comparatively small presence in the United States. With the acquisition of the divested assets, Imperial would become a more substantial competitor in the United States. The Commission’s order requires not only that the brands be divested, but also that Reynolds divest to Imperial the Lorillard manufacturing facilities in Greensboro, North Carolina, and provide Imperial with the opportunity to hire most of the existing Lorillard management, staff, and salesforce. It also requires the newly merged Reynolds and Lorillard to provide Imperial with retail shelf space for a short period, and to provide other operational support during the transition.

The FTC alleged that starting in 2004 Marker Völkl and Tecnica agreed not to compete with each other to secure endorsements by professional skiers, in violation of Section 1 of the Sherman Act. Specifically, the FTC charges that Marker Völkl agreed not to solicit, recruit, or contact any skier who previously endorsed Tecnica skis, and Tecnica agreed to a similar arrangement with respect to Marker Völkl’s endorsers. In addition, the complaint states that in 2007, the companies expanded the scope of their non-compete agreement to cover all of their employees. The orders settling the FTC’s charges bar each firm from engaging in similar anticompetitive conduct in the future.

The FTC alleges that starting in 2004 Marker Völkl and Tecnica agreed not to compete with each other to secure endorsements by professional skiers, in violation of Section 1 of the Sherman Act. Specifically, the FTC charges that Marker Völkl agreed not to solicit, recruit, or contact any skier who previously endorsed Tecnica skis, and Tecnica agreed to a similar arrangement with respect to Marker Völkl’s endorsers. In addition, the complaint states that in 2007, the companies expanded the scope of their non-compete agreement to cover all of their employees. The proposed orders settling the FTC’s charges bar each firm from engaging in similar anticompetitive conduct in the future.

The Commission approved an administrative complaint, alleging that a combined Jostens/American Achievement Corp. ("AAC") would control an unduly high percentage of the high school and college rings markets, making it a dominant firm with only one smaller meaningful competitor in both markets.  The Commission charged that the proposed combination of Jostens and AAC would likely have been anticompetitive and led to higher prices and reduced service for both high school and college students who buy class rings.  The FTC also voted to seek a preliminary injunction in federal court to stop Jostens from proceeding with the proposed acquisition of its close rival, AAC.  On April 17, 2014, the parties abandoned their plans to merge.

The Commission charged that Transitions Optical, Inc., the nation’s leading manufacturer of photochromic treatments that darken corrective lenses used in eyeglasses, used anticompetitive practices to maintain its monopoly and increase prices. Photochromic treatments are applied to eyeglass lenses and treated lenses darken when exposed to UV light. The FTC charges that the company illegally maintained its monopoly by engaging in exclusive dealing at nearly every level of the photochromic lens distribution chain.  The FTC alleged that Transitions’ exclusionary tactics locked out rivals from approximately 85 percent of the lens caster market, and partially or completely locked out rivals from up to 40 percent or more of the retailer and wholesale lab market.  Under FTC consent order, Transitions agreed to stop all exclusive dealing practices that pose a threat to competition, making it easier for competitors to enter.

The Commission issued an administrative complaint to challenge Oldcastle Architectural’s (a subsidiary of CRH) proposed $540 million acquisition of Pavestone Companies as anticompetitive in the US market for drycast concrete hardscape products sold to retailers such as The Home Depot, Lowe’s, and Wal-Mart Stores. According to the complaint, the acquisition would reduce competition by combining the only two companies capable of the national manufacture and sale of these heavy products, which include concrete pavers, segmented retaining wall blocks, and concrete patio products, due to the difficulty in distribution of such products, and the fact that both Oldcastle and Pavestone already possess large distribution networks. The acquisition as proposed would result in Oldcastle gaining a 90% market share for the manufacture and sale of these drycast products to home centers in the United States. The Commission also authorized staff to file a complaint in federal court seeking a temporary restraining order and preliminary injunction to prevent consummation of the proposed transaction, but the respondents decided not to proceed with the proposed merger and the Commission dismissed the administrative complaint.

Nine West Group Inc. settled charges that it entered into agreements with retailers; coerced other retailers into fixing the retail prices for their shoes; and restricted periods when retailers could promote sales at reduced prices. The order, which lasts 20 years, prohibits Nine West from fixing the price at which dealers may advertise, promote or sell any product. Nine West is one of the country’s largest suppliers of women’s shoes. In 2008, Nine West petitioned to have the order modified in light of the 2007 Supreme Court decision, Leegin v. PSKS, Inc., which eliminated the per se rule for minimum resale pricing agreements.   The Commission modified the order in part to allow Nine West to enter into resale price maintenance agreements that do not unreasonably restrict competition, and requiring Nine West to provide periodic reports of any RPM agreements with retailers.