For Release: 10/31/2012
FTC Puts Conditions on Corning's Proposed Purchase of Discovery
Labware, Inc
Corning Agrees to Supply Cell Culture Labware Assets and
Technology to Sigma Aldrich
The Federal Trade Commission will require Corning, Inc. to
transfer assets and to supply some of its laboratory products to
another company, under a proposed settlement that resolves charges
that Corning's proposed acquisition of Becton, Dickinson and
Company's Discovery Labware Division would otherwise be
anticompetitive.
Under the FTC settlement, Corning will provide assets and
assistance to enable life science company Sigma-Aldrich Co., LLC to
manufacture Corning's line of tissue culture treated (TCT) dishes,
multi-well plates, and flasks in a manner substantially similar to
Corning's process. Until Sigma Aldrich develops its own
manufacturing capabilities for these products, Corning will supply
them to Sigma Aldrich to be marketed under Sigma Aldrich's own
brand, allowing Sigma Aldrich to immediately replace the
competition lost as a result of Corning's acquisition of Discovery
Labware.
Corning, headquartered in Corning, New York, is a leading
manufacturer of specialty glass, plastics, and ceramics for a
variety of applications. Its Life Sciences division is a leading
maker of plastic labware, including TCT cell culture multi-well
plates, dishes, and flasks. TCT cell culture plates are plastic
containers that essentially are surfaces on which researchers grow
cells. They are used primarily by researchers at drug companies,
bio-tech firms, and universities in their cell culture work.
Discovery Labware, Inc., is a division of Becton, Dickinson, and
is based in Bedford, Massachusetts. Becton, Dickinson is a global
medical technology company that supplies plastic labware through
Discovery Labware, including TCT cell culture multi-well plates,
dishes, and flasks.
Under an agreement dated April 12, 2012, Corning proposes to
acquire Becton, Dickinson's Discovery Labware Division. The FTC's
complaint alleges that the proposed acquisition would be
anticompetitive and would violate the FTC Act and Section 7 of the
Clayton Act in the U.S. markets for TCT multi-well plates, dishes,
and flasks used in cell culture applications.
The FTC's complaint alleges that the North American markets for
TCT cell culture products are highly concentrated. Corning and
Becton, Dickinson's Discovery Labware Division are the leading
suppliers in each market. Other suppliers, such as Thermo Fisher
and Greiner Bio-One compete in each market, but no other suppliers
are the size of Corning or the Discovery Labware Division.
The complaint states that the acquisition as proposed would
eliminate the direct competition that currently exists between
Corning and Becton, Dickinson's Discovery Labware Division in the
markets for TCT cell culture vessels. In addition, by increasing
Corning's share in each market the proposed deal would eliminate
its most significant competitor, allowing it to raise prices for
these important labware products.
The proposed consent order is designed to remedy the
anticompetitive effects of the acquisition by requiring Corning to
supply Sigma Aldrich with the products so that it can immediately
begin selling TCT cell culture products. At the same time, Corning
will provide Sigma Aldrich with certain manufacturing assets and
the necessary technical assistance to begin manufacturing TCT cell
culture multi-well plates, flasks, and dishes in a manner similar
to how Corning currently makes them.
According to the FTC, Sigma Aldrich, headquartered in St. Louis,
Missouri, has an existing infrastructure for marketing and selling
lab ware products, and is well-positioned to replace the
competition lost in the market as a result of Corning's acquisition
of Becton, Dickinson. Finally, under the proposed order, at any
time after the consent agreement is signed, the FTC can appoint an
interim monitor to oversee the supply of products and transfer of
assets to Sigma Aldrich.
The Commission's vote approving the complaint and proposed
settlement order was 5-0. The order will be subject to public
comment for 30 days, until November 30, 2012, after which the
Commission will decide whether to make it final. Comments should be
sent to: FTC, Office of the Secretary, 600 Pennsylvania Avenue,
N.W., Washington, DC 20580. Comments also can be submitted
electronically.
NOTE: The Commission issues a complaint when it has "reason to
believe" that the law has been or is being violated, and it appears
to the Commission that a proceeding is in the public interest. The
issuance of a complaint is not a finding or ruling that the
respondent has violated the law. A consent agreement is for
settlement purposes only and does not constitute an admission of a
law violation. When the Commission issues a consent order on a
final basis, it carries the force of law with respect to future
actions. Each violation of such an order may result in a civil
penalty of $16,000.
The Federal Trade Commission works for consumers to prevent
fraudulent, deceptive, and unfair business practices and to provide
information to help spot, stop, and avoid them. To file a complaint
in English or Spanish, visit the FTC's online Complaint Assistant
or call
1-877-FTC-HELP (1-877-382-4357). The FTC enters complaints into
Consumer Sentinel, a secure, online database available to more than
2,000 civil and criminal law enforcement agencies in the U.S. and
abroad. The FTC's website provides free information on a variety of
consumer topics. Like the FTC on Facebook, follow us on Twitter,
and subscribe to press releases for the latest FTC news and
resources.
MEDIA CONTACT:
Mitchell J. Katz
Office of Public Affairs
202-326-2161
STAFF CONTACT:
Michael R. Moiseyev
Bureau of Competition
202-326-3106
Stephanie C. Bovee
Bureau of Competition
202-326-2083
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