Premerg"el' clearance: Adverse competitive effects not discernible

No. 172. Premerg"el' clearance: Adverse competitive effects not discernible.

The Commission issued an advisory Opll1l0n on J uly 23 ~ 1965, in which a request for pre-merger clearance from liability under Section 7 amended Clayton Act, was given limited HVlwoval because it did not appear that the acquisition would result in the requisite ach-erse competitive effects.

A diversified proeessor, wholesaler and retailer sought clearance for its proposed acquisition of an independent food supplier which sold a major portion of its products to a subsidiary of the acquiring company. The isolated transaction did not appear to have the requisite substantial adverse competitive effects called for by the statute, but in view of pending investigations of additional acquisitions by the Requiring company, an unrestricted clearance could not be approved by the Commission.

The Conllnission advised that it would take no action 30 1el~' as to the proposed tra.nsaction if it was consummated. The Commission added that it. conditioned its adviee on assurances that by ftccepting and acting upon the opinion, the acquiring company ,'Iould not use the opinion as precedent or argument in the investigation, or in the formal or informal hearings, of any matter involving the acquiring company then pending or which might come. before the Commission or any other court or agency.

The Commission added that if at some ruture elate. the ac.quiring company was required to divest the subsidiary which I'las actually taking over the independent company, the parent company 'i'\oulc1not object to diyestiture or the independent food supplier on tenDS set by the Commission or other court or agency. (File No. 653 7057, released Feb. 13 , 1968.