You were first appointed President of AmCham Chile from to In you were re-elected to this position, which gives you a great insight into the evolution of the institution.
Pepper Hamilton LLP USA November 11 The success of a merger or acquisition often largely depends on pre-closing planning and the rapid integration of the merged entities or acquired assets. In any transaction, the need for planning and speed create certain antitrust risks.
The HSR Act requires that parties engaged in transactions of a certain size make pre-merger notification filings with the Federal Trade Commission and the Division, and observe a waiting period before closing.
The intent of the statute is to permit the agencies the opportunity to investigate the effect, if any, of the transactions on competition, and determine whether to challenge them.
The HSR Act also prohibits improper pre-closing integration from the time companies agree to an acquisition until the end of the applicable waiting period. Premature integration and coordination may also violate the Sherman Act.
The Facts Flakeboard and SierraPine compete in the sale of particle board, an unfinished wood product frequently used in shelving, countertops and other products. They also compete in the medium-density fiberboard MDF business.
In JanuaryFlakeboard agreed to Celulosa arauco forward integration three competing mills of SierraPine. Two of the SierraPine mills to be acquired, located in Springfield, Ore.
A third mill, located in Medford, Ore. The Division raised objections to the proposed acquisition and issued a Second Request. During negotiation of the asset purchase agreement APAFlakeboard made clear that it did not intend to operate the Springfield Mill, and that it wanted SierraPine to shut down that mill prior to the closing of the transaction.
Before negotiating the APA, SierraPine had no intention of shutting down the Springfield Mill, but ultimately agreed to do so in order to avoid saddling Flakeboard with the complexities associated with such a closure. SierraPine believed that the labor issue would require closing the plant during the HSR waiting period.
SierraPine alerted Flakeboard to the situation, including the need to make a public announcement regarding the closing. Ultimately, after consulting with its parent companies, Flakeboard would not agree to waive the provision.
To accomplish this transition, SierraPine provided Flakeboard with competitive, sensitive customer and purchase information, which was distributed to Flakeboard sales employees. A Drastic Remedy For the first time sincethe Division, as part of a settlement, required a disgorgement remedy in a civil antitrust action.
According to the Division, disgorgement is particularly appropriate here because injunctive relief requiring the reopening of the Springfield Mill, which has been shuttered for several months, would be impractical.
The Lessons It is important to note that the Division did not object to the fact that the parties agreed to the closure of the mill, or that the closure would take place in advance of closing, immediately after the HSR waiting period expired.
Instead, the Division objected to certain very specific coordinated acts of the parties, and that those acts resulted in the transfer of customers from one party to the other before the expiration of the statutory waiting period.
Neither Flakeboard nor SierraPine appear to have contemplated the need to close the Springfield Mill on the heels of announcing the proposed acquisition.
The Division did not challenge the fact that the parties coordinated the announcement of the closing, and needed to do so, but Flakeboard and SierraPine took additional steps that raised concerns.
The Division clearly enumerated its concerns: To view all formatting for this article eg, tables, footnotesplease access the original here.merger of the companies that formed Celulosa Arauco y Constitución.
International Paper disputed the participation in the management of Copec after it acquired the share of Carter Holt Harvey in the. Latin American Awards for excellence: By country is Itaú Unibanco, with robust growth in its lending, its strong capital base and its ability to march on despite the integration issues any merger entails.
as well as advising Celulosa Arauco y Constitución, a local wood producer, on its $ million acquisition of Brazil’s. Forward integration move into paper manufacturing could undermine Arauco¶s current market position. With % (case exhibit 2e) of the company¶s total sales revenue coming from pulp sales to paper manufacturers, the move into paper manufacturing business could create a negative ripple effect through Arauco¶s core business.
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International technology group ANDRITZ has received an order from Celulosa Arauco y Constitución S.A. to supply energy-efficient and environmentally friendly pulp production technologies and key process equipment for modernization and extension of the ARAUCO pulp mill in Horcones, Arauco, Chile.
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