Hoechst AG, Marion Merrell Dow, and The Dow Chemical Company have entered into a "hold separate" agreement with the Federal Trade Commission under which Hoechst can acquire Marion Merrell Dow's stock but cannot exert control over its operations, pending the conclusion of the Commission's investigation of the competi- tive impact of the acquisition. The arrangement preserves competition between Hoechst and Marion Merrell Dow during the investigation, and gives the Commission the ability to obtain whatever remedy is necessary to protect consumers from any anticompetitive effects at its conclusion, the FTC said.
As a condition to the Commission allowing Hoechst to begin purchasing Marion Merrell Dow stock, Hoechst has agreed to a broad settlement that would restore competition in each drug category that could be harmed by the acquisition by requiring Hoechst to divest certain pharmaceutical businesses and to abide by other provisions that may be necessary. At the conclusion of the FTC staff investigation, the Commission will determine whether any antitrust enforcement action is appropriate and, if so, could accept the settlement or a modified one. In the mean- time, the "hold separate" agreement preserves the Commission's ability to challenge the acquisition under the antitrust laws, either by seeking rescission of the stock purchase or by accept- ing a consent agreement that would remedy alleged anticompetitive effects.
Hoechst is a German pharmaceutical and chemical company headquartered in Frankfurt, Germany. Marion Merrell Dow is a pharmaceutical company headquartered in Kansas City, Missouri. The Dow Chemical Company owns more than 70 percent of the stock of Marion Merrell Dow.
The Commission vote to enter into the hold separate agreement was 4-0, with Commissioner Mary L. Azcuenaga not participating.
NOTE: The hold separate agreement does not constitute an admission by Hoechst, Marion Merrell Dow or the Dow Chemical Company of a law violation.
(FTC File No. 951 0090)