Magnesium Elektron; Analysis of Agreement Containing Consent Orders To Aid Public Comment, 64519-64521 [2012-25960]

Download as PDF Federal Register / Vol. 77, No. 204 / Monday, October 22, 2012 / Notices wreier-aviles on DSK5TPTVN1PROD with evidence of the impact of multiple generic suppliers on prices for other drugs demonstrate that the likely effects of the Proposed Acquisition in the markets for these products would be substantial. The Proposed Acquisition, by reducing an already limited number of competitors or likely potential competitors in each of these markets, would cause anticompetitive harm to U.S. consumers by increasing the likelihood of higher post-acquisition prices. The Consent Agreement The proposed Consent Agreement effectively remedies the Proposed Acquisition’s anticompetitive effects in the relevant markets. Pursuant to the Consent Agreement, Watson and Actavis are required to divest either Watson’s or Actavis’s rights and assets related to eighteen of the twenty-one Products (all but extended release morphine sulfate and naltrexone combination capsules, isradipine capsules, and loxapine succinate capsules) to a Commission-approved acquirer no later than ten days after the acquisition. To remedy the concerns with the three remaining products, the combined entity would also be required to amend Actavis’s existing Development and Manufacturing Agreement with Pfizer to eliminate Actavis’ right of first refusal to market a potential authorized generic, to allow the relationship to end, and to transfer manufacturing rights back to Pfizer. In addition, the companies are required to waive Actavis’s rights related to isradipine capsules and loxapine succinate capsules. The proposed Consent Agreement requires Watson or Actavis to divest assets related to four of the markets (generic extended release bupropion hydrochloride tablets, generic extended release diltiazem hydrochloride capsules, generic lorazepam tablets, and generic dextromethorphan hydrobromide and quinidine sulfate capsules) to Sandoz, and the rest of the Products (all but extended release morphine sulfate and naltrexone combination capsules, isradipine capsules, and loxapine succinate capsules) to Par. Par is a New Jerseybased generic pharmaceutical company selling over 60 prescription drug product families and has an active product development pipeline. Sandoz is based in Germany and has approximately 200 generic product families in the United States and an active product development pipeline. With their experience in generic markets, Par and Sandoz are expected to replicate the competition that would VerDate Mar<15>2010 15:00 Oct 19, 2012 Jkt 229001 otherwise be lost with the Proposed Acquisition. Further, the amended supply agreement with Pfizer concerning Embeda will ensure that Pfizer’s plans to re-launch Embeda and the ensuing generic competition for that product will remain intact after the Proposed Acquisition. The renouncements of the combined entity’s interest in the isradipine and loxapine succinate agreements will similarly preserve competition in each of those markets. The Commission’s goal in evaluating possible purchasers of divested assets is to maintain the competitive environment that existed prior to the acquisition. If the Commission determines that Par and/or Sandoz are not acceptable acquirers of the assets to be divested, or that the manner of the divestitures is not acceptable, the parties must unwind the sale to Par and/ or Sandoz and divest the products to a Commission-approved acquirer within six months of the date the Order becomes final. In that circumstance, the Commission may appoint a trustee to divest the products if the parties fail to divest the products as required. The proposed Consent Agreement contains several provisions to help ensure that the divestitures are successful. The Order requires Watson and Actavis to take all action to maintain the economic viability, marketability, and competitiveness of the products to be divested until such time as they are transferred to a Commission-approved acquirer. Watson and Actavis must transfer the manufacturing technology for generic (1) adapalene and benzoyl peroxide topical gel; (2) extended release morphine sulfate capsules; (3) generic extended release oxymorphone nontamper resistant tablets; (4) extended release amphetamine salts capsules; (5) extended release diltiazem hydrochloride capsules (generic Cardizem CD); (6) fentanyl transdermal system; (7) extended release glipizide tablets; (8) extended release methylphenidate hydrochloride tablets; (9) ursodiol tablets; (10) metoclopramide hydrochloride tablets; (11) extended release oxycodone tamper resistant tablets; (12) extended release nifedipine tablets; (13) extended release rivastigmine film; and (14) varenicline tartrate tablets to Par and must supply Par with extended release morphine sulphate capsules, extended release nifedipine tablets, ursodiol tablets, extended release glipizide tablets, metoclopramide hydrochloride tablets, and extended release diltiazem hydrochloride capsules (generic Cardizem CD). Watson and Actavis must PO 00000 Frm 00058 Fmt 4703 Sfmt 4703 64519 also transfer to Sandoz the manufacturing technology for generic (1) dextromethorphan hydrobromide and quinidine sulfate capsules; (2) extended release bupropion hydrochloride tablets; (3) extended release diltiazem hydrochloride capsules (generic Tiazac); and (4) lorazepam tablets and must supply Sandoz with extended release diltiazem hydrochloride capsules (generic Tiazac) and lorazepam tablets during the transition period. The purpose of this analysis is to facilitate public comment on the proposed Consent Agreement, and it is not intended to constitute an official interpretation of the proposed Order or to modify its terms in any way. By direction of the Commission. Donald S. Clark, Secretary. [FR Doc. 2012–25957 Filed 10–19–12; 8:45 am] BILLING CODE 6750–01–P FEDERAL TRADE COMMISSION [File No. 091 0094] Magnesium Elektron; Analysis of Agreement Containing Consent Orders To Aid Public Comment Federal Trade Commission. Proposed Consent Agreement. AGENCY: ACTION: The consent agreement in this matter settles alleged violations of federal law prohibiting unfair or deceptive acts or practices or unfair methods of competition. The attached Analysis to Aid Public Comment describes both the allegations in the draft complaint and the terms of the consent order—embodied in the consent agreement—that would settle these allegations. SUMMARY: Comments must be received on or before November 13, 2012. ADDRESSES: Interested parties may file a comment at https:// ftcpublic.commentworks.com/ftc/ magelektronconsent online or on paper, by following the instructions in the Request for Comment part of the SUPPLEMENTARY INFORMATION section below. Write ‘‘Magnesium Elektron, File No. 091 0094’’ on your comment and file your comment online at https:// ftcpublic.commentworks.com/ftc/ magelektronconsent, by following the instructions on the web-based form. If you prefer to file your comment on paper, mail or deliver your comment to the following address: Federal Trade Commission, Office of the Secretary, Room H–113 (Annex D), 600 DATES: E:\FR\FM\22OCN1.SGM 22OCN1 wreier-aviles on DSK5TPTVN1PROD with 64520 Federal Register / Vol. 77, No. 204 / Monday, October 22, 2012 / Notices Pennsylvania Avenue NW., Washington, DC 20580. FOR FURTHER INFORMATION CONTACT: Sebastian Lorigo (202–326–3717), FTC, Bureau of Competition, 600 Pennsylvania Avenue NW., Washington, DC 20580. SUPPLEMENTARY INFORMATION: Pursuant to Section 6(f) of the Federal Trade Commission Act, 15 U.S.C. 46(f), and FTC Rule 2.34, 16 CFR 2.34, notice is hereby given that the above-captioned consent agreement containing a consent order to cease and desist, having been filed with and accepted, subject to final approval, by the Commission, has been placed on the public record for a period of thirty (30) days. The following Analysis to Aid Public Comment describes the terms of the consent agreement, and the allegations in the complaint. An electronic copy of the full text of the consent agreement package can be obtained from the FTC Home Page (for October 12, 2012), on the World Wide Web, at https:// www.ftc.gov/os/actions.shtm. A paper copy can be obtained from the FTC Public Reference Room, Room 130–H, 600 Pennsylvania Avenue NW, Washington, DC 20580, either in person or by calling (202) 326–2222. You can file a comment online or on paper. For the Commission to consider your comment, we must receive it on or before November 13, 2012. Write ‘‘Magnesium Elektron, File No. 091 0094’’ on your comment. Your comment B including your name and your state B will be placed on the public record of this proceeding, including, to the extent practicable, on the public Commission Web site, at https://www.ftc.gov/os/ publiccomments.shtm. As a matter of discretion, the Commission tries to remove individuals’ home contact information from comments before placing them on the Commission Web site. Because your comment will be made public, you are solely responsible for making sure that your comment does not include any sensitive personal information, like anyone’s Social Security number, date of birth, driver’s license number or other state identification number or foreign country equivalent, passport number, financial account number, or credit or debit card number. You are also solely responsible for making sure that your comment does not include any sensitive health information, like medical records or other individually identifiable health information. In addition, do not include any ‘‘[t]rade secret or any commercial or financial information which * * * is privileged or confidential,’’ as discussed VerDate Mar<15>2010 15:00 Oct 19, 2012 Jkt 229001 in Section 6(f) of the FTC Act, 15 U.S.C. 46(f), and FTC Rule 4.10(a)(2), 16 CFR 4.10(a)(2). In particular, do not include competitively sensitive information such as costs, sales statistics, inventories, formulas, patterns, devices, manufacturing processes, or customer names. If you want the Commission to give your comment confidential treatment, you must file it in paper form, with a request for confidential treatment, and you have to follow the procedure explained in FTC Rule 4.9(c), 16 CFR 4.9(c).1 Your comment will be kept confidential only if the FTC General Counsel, in his or her sole discretion, grants your request in accordance with the law and the public interest. Postal mail addressed to the Commission is subject to delay due to heightened security screening. As a result, we encourage you to submit your comments online. To make sure that the Commission considers your online comment, you must file it at https:// ftcpublic.commentworks.com/ftc/ magelektronconsent by following the instructions on the web-based form. If this Notice appears at https:// www.regulations.gov/#!home, you also may file a comment through that Web site. If you file your comment on paper, write ‘‘Magnesium Elektron, File No. 091 0094’’ on your comment and on the envelope, and mail or deliver it to the following address: Federal Trade Commission, Office of the Secretary, Room H–113 (Annex D), 600 Pennsylvania Avenue NW, Washington, DC 20580. If possible, submit your paper comment to the Commission by courier or overnight service. Visit the Commission Web site at https://www.ftc.gov to read this Notice and the news release describing it. The FTC Act and other laws that the Commission administers permit the collection of public comments to consider and use in this proceeding as appropriate. The Commission will consider all timely and responsive public comments that it receives on or before November 13, 2012. You can find more information, including routine uses permitted by the Privacy Act, in the Commission’s privacy policy, at https://www.ftc.gov/ftc/privacy.htm. 1 In particular, the written request for confidential treatment that accompanies the comment must include the factual and legal basis for the request, and must identify the specific portions of the comment to be withheld from the public record. See FTC Rule 4.9(c), 16 CFR 4.9(c). PO 00000 Frm 00059 Fmt 4703 Sfmt 4703 Analysis of Agreement Containing Consent Order To Aid Public Comment I. Introduction The Federal Trade Commission (‘‘Commission’’) has accepted, subject to final approval, an Agreement Containing Consent Orders (‘‘Consent Agreement’’) from Magnesium Elektron North America, Inc. (‘‘MEL’’) to remedy the anticompetitive effects stemming from MEL’s acquisition of Revere Graphics Worldwide, Inc. (‘‘Revere’’). Under the terms of the proposed Consent Agreement, MEL is required to sell assets used in the development, manufacture, and sale of magnesium plates for photoengraving to Universal Engraving, Inc. (‘‘Universal Engraving’’). In September 2007, MEL acquired the worldwide assets of Revere for approximately $15 million. At the time of the acquisition, both parties manufactured and sold magnesium plates for photoengraving. The Commission’s Complaint alleges that the acquisition violates 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 market for magnesium plates for photoengraving. The proposed Consent Agreement remedies the alleged violation by requiring MEL to provide Universal Engraving with the intellectual property and know-how used to roll and coat magnesium plates for photoengraving applications. In addition, MEL will enter into a supply agreement with Universal Engraving that requires MEL to provide Universal Engraving with magnesium plates for photoengraving until Universal Engraving is able to produce and sell these products on its own. Finally, MEL will enter into a supply agreement with Universal Engraving for chemicals that are used in the magnesium photoengraving process, which Universal Engraving will be able to sell in conjunction with its magnesium plates. The proposed Consent Agreement has been placed on the public record for thirty days to receive comments by interested persons. Comments received during this period will become part of the public record. After thirty days, the Commission will review the Consent Agreement again and any comments received, and decide whether to withdraw from the proposed Consent Agreement, modify it, or make final the accompanying Decision and Order. II. The Relevant Market and Market Structure The relevant market within which to analyze the competitive effects of the E:\FR\FM\22OCN1.SGM 22OCN1 Federal Register / Vol. 77, No. 204 / Monday, October 22, 2012 / Notices acquisition is the worldwide market for magnesium plates for photoengraving. At the time of the acquisition, MEL and Revere were the only manufacturers and sellers of magnesium plate for photoengraving, combining to account for 100 percent of the relevant market. III. Entry Entry is not likely to deter or counteract the anticompetitive effects of the acquisition. In order to be suitable for photoengraving applications, magnesium must be rolled and coated to exact and precise specifications. Accordingly, a new entrant would require substantial expertise in order to enter the market. In addition, the market is relatively small, which deters potential entrants from investing in the skill and expertise required for entry. wreier-aviles on DSK5TPTVN1PROD with IV. Effects of the Acquisition Absent the proposed Consent Agreement, the acquisition would result in further and ongoing competitive harm in the worldwide market for magnesium plates for photoengraving. Prior to the acquisition, MEL and Revere were the only providers of the relevant product. As a result, the acquisition eliminated actual, direct, and substantial competition between MEL and Revere, and resulted in a merger-tomonopoly in the market for magnesium plates for photoengraving. V. The Consent Agreement The proposed Consent Agreement remedies the competitive concerns raised by the acquisition by requiring MEL to sell the technology and knowhow for manufacturing magnesium plates for photoengraving to Universal Engraving. This divestiture replaces competition that was eliminated as a result of MEL’s acquisition of Revere. Universal Engraving, based in Overland Park, Kansas, is a global leader in the manufacture and sale of products used in the photoengraving process, including brass and copper plates for photoengraving applications. Currently, Universal Engraving does not sell magnesium plates for the photoengraving process. However, under the terms of the proposed Consent Agreement, Universal Engraving will acquire the assets required to compete effectively in that market. The proposed Consent Agreement also contains several provisions designed to ensure that the divestiture is successful. First, MEL must supply Universal Engraving with magnesium plate now, thereby allowing Universal Engraving to enter the relevant market immediately in competition with MEL. VerDate Mar<15>2010 15:00 Oct 19, 2012 Jkt 229001 In addition, MEL must provide Universal Engraving with technical assistance related to the manufacture and sale of magnesium plates for photoengraving. Finally, MEL will supply Universal Engraving with chemicals that are used in the photoengraving process, particularly, chemicals that are used to engrave magnesium plates. If, after the public comment period the Commission determines that Universal Engraving is not an acceptable acquirer of the assets to be divested, or that the manner of the divestitures is not acceptable, MEL must unwind the divestiture and divest the assets within 180 days of the date the Order becomes final to another Commission-approved acquirer. If MEL fails to divest the assets within the 180 days, the Commission may appoint a trustee to divest the relevant assets. The purpose of this analysis is to facilitate public comment on the proposed Consent Agreement. This analysis is not intended to constitute an official interpretation of the proposed Consent Agreement or to modify its terms in any way. By direction of the Commission. Donald S. Clark, Secretary. [FR Doc. 2012–25960 Filed 10–19–12; 8:45 am] BILLING CODE 6750–01–P OFFICE OF GOVERNMENT ETHICS Updated OGE Senior Executive Service Performance Review Board AGENCY: Office of Government Ethics 64521 adequate level of staffing and to avoid a constant series of recusals, the designated members of OGE’s SES Performance Review Board are being drawn, as in the past, in large measure from the ranks of other agencies. The board shall review and evaluate the initial appraisal of each OGE senior executive’s performance by his or her supervisor, along with any recommendations in each instance to the appointing authority relative to the performance of the senior executive. This notice updates the membership of OGE’s SES Performance Review Board as it was most recently published at 76 FR 60840 (September 30, 2011). Approved: October 11, 2012. Don W. Fox, Acting Director, Office of Government Ethics. The following officials have been appointed members of the SES Performance Review Board of the Office of Government Ethics: Barbara Mullen-Roth [Chair], Deputy Director, Office of Government Ethics; Justina Fugh, Senior Counsel for Ethics, Environmental Protection Agency; Melinda Loftin, Director of Interior Ethics Office, Department of the Interior; Robert Shapiro, Associate Solicitor for Legal Counsel, Department of Labor; Edgar Swindell, Associate General Counsel, Department of Health and Human Services; and Susan Winchell, Assistant General Counsel for Ethics, Department of Education. [FR Doc. 2012–25882 Filed 10–19–12; 8:45 am] BILLING CODE 6345–03–P (OGE). ACTION: Notice. Notice is hereby given of the appointment of members of the updated OGE Senior Executive Service (SES) Performance Review Board. DATES: Effective Date: October 22, 2012. FOR FURTHER INFORMATION CONTACT: Barbara Mullen-Roth, Deputy Director, Office of Government Ethics, Suite 500, 1201 New York Avenue NW., Washington, DC 20005–3917; Telephone: 202–482–9300; TYY: 800– 877–8339; FAX: 202–482–9237. SUPPLEMENTARY INFORMATION: 5 U.S.C. 4314(c) requires each agency to establish, in accordance with regulations prescribed by the Office of Personnel Management at 5 CFR part 430, subpart C and § 430.310 thereof in particular, one or more Senior Executive Service performance review boards. As a small executive branch agency, OGE has just one board. In order to ensure an SUMMARY: PO 00000 Frm 00060 Fmt 4703 Sfmt 4703 DEPARTMENT OF HEALTH AND HUMAN SERVICES Announcement of Requirements and Registration for ‘‘Health Design Challenge’’ Office of the National Coordinator for Health Information Technology, HHS. Award Approving Official: Farzad Mostashari, National Coordinator for Health Information Technology. ACTION: Notice. AGENCY: Blue Button for America is a collaborative Federal effort led by the Department of Health and Human Services and the Department of Veterans Affairs to ensure everyone across the country gets access to their medical records. By clicking on a Blue Button icon, patients can get their personal health information in an electronic SUMMARY: E:\FR\FM\22OCN1.SGM 22OCN1

Agencies

[Federal Register Volume 77, Number 204 (Monday, October 22, 2012)]
[Notices]
[Pages 64519-64521]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2012-25960]


-----------------------------------------------------------------------

FEDERAL TRADE COMMISSION

[File No. 091 0094]


Magnesium Elektron; Analysis of Agreement Containing Consent 
Orders To Aid Public Comment

AGENCY: Federal Trade Commission.

ACTION: Proposed Consent Agreement.

-----------------------------------------------------------------------

SUMMARY: The consent agreement in this matter settles alleged 
violations of federal law prohibiting unfair or deceptive acts or 
practices or unfair methods of competition. The attached Analysis to 
Aid Public Comment describes both the allegations in the draft 
complaint and the terms of the consent order--embodied in the consent 
agreement--that would settle these allegations.

DATES: Comments must be received on or before November 13, 2012.

ADDRESSES: Interested parties may file a comment at https://ftcpublic.commentworks.com/ftc/magelektronconsent online or on paper, 
by following the instructions in the Request for Comment part of the 
SUPPLEMENTARY INFORMATION section below. Write ``Magnesium Elektron, 
File No. 091 0094'' on your comment and file your comment online at 
https://ftcpublic.commentworks.com/ftc/magelektronconsent, by following 
the instructions on the web-based form. If you prefer to file your 
comment on paper, mail or deliver your comment to the following 
address: Federal Trade Commission, Office of the Secretary, Room H-113 
(Annex D), 600

[[Page 64520]]

Pennsylvania Avenue NW., Washington, DC 20580.

FOR FURTHER INFORMATION CONTACT: Sebastian Lorigo (202-326-3717), FTC, 
Bureau of Competition, 600 Pennsylvania Avenue NW., Washington, DC 
20580.

SUPPLEMENTARY INFORMATION: Pursuant to Section 6(f) of the Federal 
Trade Commission Act, 15 U.S.C. 46(f), and FTC Rule 2.34, 16 CFR 2.34, 
notice is hereby given that the above-captioned consent agreement 
containing a consent order to cease and desist, having been filed with 
and accepted, subject to final approval, by the Commission, has been 
placed on the public record for a period of thirty (30) days. The 
following Analysis to Aid Public Comment describes the terms of the 
consent agreement, and the allegations in the complaint. An electronic 
copy of the full text of the consent agreement package can be obtained 
from the FTC Home Page (for October 12, 2012), on the World Wide Web, 
at https://www.ftc.gov/os/actions.shtm. A paper copy can be obtained 
from the FTC Public Reference Room, Room 130-H, 600 Pennsylvania Avenue 
NW, Washington, DC 20580, either in person or by calling (202) 326-
2222.
    You can file a comment online or on paper. For the Commission to 
consider your comment, we must receive it on or before November 13, 
2012. Write ``Magnesium Elektron, File No. 091 0094'' on your comment. 
Your comment B including your name and your state B will be placed on 
the public record of this proceeding, including, to the extent 
practicable, on the public Commission Web site, at https://www.ftc.gov/os/publiccomments.shtm. As a matter of discretion, the Commission tries 
to remove individuals' home contact information from comments before 
placing them on the Commission Web site.
    Because your comment will be made public, you are solely 
responsible for making sure that your comment does not include any 
sensitive personal information, like anyone's Social Security number, 
date of birth, driver's license number or other state identification 
number or foreign country equivalent, passport number, financial 
account number, or credit or debit card number. You are also solely 
responsible for making sure that your comment does not include any 
sensitive health information, like medical records or other 
individually identifiable health information. In addition, do not 
include any ``[t]rade secret or any commercial or financial information 
which * * * is privileged or confidential,'' as discussed in Section 
6(f) of the FTC Act, 15 U.S.C. 46(f), and FTC Rule 4.10(a)(2), 16 CFR 
4.10(a)(2). In particular, do not include competitively sensitive 
information such as costs, sales statistics, inventories, formulas, 
patterns, devices, manufacturing processes, or customer names.
    If you want the Commission to give your comment confidential 
treatment, you must file it in paper form, with a request for 
confidential treatment, and you have to follow the procedure explained 
in FTC Rule 4.9(c), 16 CFR 4.9(c).\1\ Your comment will be kept 
confidential only if the FTC General Counsel, in his or her sole 
discretion, grants your request in accordance with the law and the 
public interest.
---------------------------------------------------------------------------

    \1\ In particular, the written request for confidential 
treatment that accompanies the comment must include the factual and 
legal basis for the request, and must identify the specific portions 
of the comment to be withheld from the public record. See FTC Rule 
4.9(c), 16 CFR 4.9(c).
---------------------------------------------------------------------------

    Postal mail addressed to the Commission is subject to delay due to 
heightened security screening. As a result, we encourage you to submit 
your comments online. To make sure that the Commission considers your 
online comment, you must file it at https://ftcpublic.commentworks.com/ftc/magelektronconsent by following the instructions on the web-based 
form. If this Notice appears at https://www.regulations.gov/#!home, you 
also may file a comment through that Web site.
    If you file your comment on paper, write ``Magnesium Elektron, File 
No. 091 0094'' on your comment and on the envelope, and mail or deliver 
it to the following address: Federal Trade Commission, Office of the 
Secretary, Room H-113 (Annex D), 600 Pennsylvania Avenue NW, 
Washington, DC 20580. If possible, submit your paper comment to the 
Commission by courier or overnight service.
    Visit the Commission Web site at https://www.ftc.gov to read this 
Notice and the news release describing it. The FTC Act and other laws 
that the Commission administers permit the collection of public 
comments to consider and use in this proceeding as appropriate. The 
Commission will consider all timely and responsive public comments that 
it receives on or before November 13, 2012. You can find more 
information, including routine uses permitted by the Privacy Act, in 
the Commission's privacy policy, at https://www.ftc.gov/ftc/privacy.htm.

Analysis of Agreement Containing Consent Order To Aid Public Comment

I. Introduction

    The Federal Trade Commission (``Commission'') has accepted, subject 
to final approval, an Agreement Containing Consent Orders (``Consent 
Agreement'') from Magnesium Elektron North America, Inc. (``MEL'') to 
remedy the anticompetitive effects stemming from MEL's acquisition of 
Revere Graphics Worldwide, Inc. (``Revere''). Under the terms of the 
proposed Consent Agreement, MEL is required to sell assets used in the 
development, manufacture, and sale of magnesium plates for 
photoengraving to Universal Engraving, Inc. (``Universal Engraving'').
    In September 2007, MEL acquired the worldwide assets of Revere for 
approximately $15 million. At the time of the acquisition, both parties 
manufactured and sold magnesium plates for photoengraving. The 
Commission's Complaint alleges that the acquisition violates 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 market 
for magnesium plates for photoengraving.
    The proposed Consent Agreement remedies the alleged violation by 
requiring MEL to provide Universal Engraving with the intellectual 
property and know-how used to roll and coat magnesium plates for 
photoengraving applications. In addition, MEL will enter into a supply 
agreement with Universal Engraving that requires MEL to provide 
Universal Engraving with magnesium plates for photoengraving until 
Universal Engraving is able to produce and sell these products on its 
own. Finally, MEL will enter into a supply agreement with Universal 
Engraving for chemicals that are used in the magnesium photoengraving 
process, which Universal Engraving will be able to sell in conjunction 
with its magnesium plates.
    The proposed Consent Agreement has been placed on the public record 
for thirty days to receive comments by interested persons. Comments 
received during this period will become part of the public record. 
After thirty days, the Commission will review the Consent Agreement 
again and any comments received, and decide whether to withdraw from 
the proposed Consent Agreement, modify it, or make final the 
accompanying Decision and Order.

II. The Relevant Market and Market Structure

    The relevant market within which to analyze the competitive effects 
of the

[[Page 64521]]

acquisition is the worldwide market for magnesium plates for 
photoengraving. At the time of the acquisition, MEL and Revere were the 
only manufacturers and sellers of magnesium plate for photoengraving, 
combining to account for 100 percent of the relevant market.

III. Entry

    Entry is not likely to deter or counteract the anticompetitive 
effects of the acquisition. In order to be suitable for photoengraving 
applications, magnesium must be rolled and coated to exact and precise 
specifications. Accordingly, a new entrant would require substantial 
expertise in order to enter the market. In addition, the market is 
relatively small, which deters potential entrants from investing in the 
skill and expertise required for entry.

IV. Effects of the Acquisition

    Absent the proposed Consent Agreement, the acquisition would result 
in further and ongoing competitive harm in the worldwide market for 
magnesium plates for photoengraving. Prior to the acquisition, MEL and 
Revere were the only providers of the relevant product. As a result, 
the acquisition eliminated actual, direct, and substantial competition 
between MEL and Revere, and resulted in a merger-to-monopoly in the 
market for magnesium plates for photoengraving.

V. The Consent Agreement

    The proposed Consent Agreement remedies the competitive concerns 
raised by the acquisition by requiring MEL to sell the technology and 
know-how for manufacturing magnesium plates for photoengraving to 
Universal Engraving. This divestiture replaces competition that was 
eliminated as a result of MEL's acquisition of Revere.
    Universal Engraving, based in Overland Park, Kansas, is a global 
leader in the manufacture and sale of products used in the 
photoengraving process, including brass and copper plates for 
photoengraving applications. Currently, Universal Engraving does not 
sell magnesium plates for the photoengraving process. However, under 
the terms of the proposed Consent Agreement, Universal Engraving will 
acquire the assets required to compete effectively in that market.
    The proposed Consent Agreement also contains several provisions 
designed to ensure that the divestiture is successful. First, MEL must 
supply Universal Engraving with magnesium plate now, thereby allowing 
Universal Engraving to enter the relevant market immediately in 
competition with MEL. In addition, MEL must provide Universal Engraving 
with technical assistance related to the manufacture and sale of 
magnesium plates for photoengraving. Finally, MEL will supply Universal 
Engraving with chemicals that are used in the photoengraving process, 
particularly, chemicals that are used to engrave magnesium plates.
    If, after the public comment period the Commission determines that 
Universal Engraving is not an acceptable acquirer of the assets to be 
divested, or that the manner of the divestitures is not acceptable, MEL 
must unwind the divestiture and divest the assets within 180 days of 
the date the Order becomes final to another Commission-approved 
acquirer. If MEL fails to divest the assets within the 180 days, the 
Commission may appoint a trustee to divest the relevant assets.
    The purpose of this analysis is to facilitate public comment on the 
proposed Consent Agreement. This analysis is not intended to constitute 
an official interpretation of the proposed Consent Agreement or to 
modify its terms in any way.

    By direction of the Commission.
Donald S. Clark,
Secretary.
[FR Doc. 2012-25960 Filed 10-19-12; 8:45 am]
BILLING CODE 6750-01-P
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