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MLex Market Insight

How moves to ‘litigate the fix’ in US M&A review could affect future deals

MLex Market Insight

MLex Market Insight

News

4.99 Ratings

🗓️ 17 February 2023

⏱️ 10 minutes

🧾️ Download transcript

Summary

Assa Abloy’s move to outflank a US Department of Justice attempt to block the Swedish-based conglomerate’s acquisition of a Spectrum Brands unit has sparked a heated debate. After the DOJ moved to block the deal, amid competition concerns, Assa Abloy announced it was ready to divest two of its divisions to scupper the DOJ’s competition concerns. But its next move was to take those remedies to a court — a move dubbed “litigating the fix.” The tactic is likely to advance federal caselaw and may set the stage for future clashes, as the US’s antitrust agencies strengthen their position on remedies.

Transcript

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0:00.0

Hello there, welcome back. It's great to be with you again. This is your weekly dose of regulatory affairs with Emlex Market Insight. My name is James Panicki. I'm Emlex's Asia Pacific Senior Editor. Today we return to an

0:23.6

Emlex favorite Remedies. Now the backdrop is that Swedish conglomerate Asarabloy wants to buy the

0:29.8

hardware and home improvement division of Spectrum Brands. Spectrum Brands, of course, is the

0:35.4

US Diversified Company that manufactures home appliances

0:38.7

such as Remington, Blackendekker and others. So far so good. Then last year, the US Department

0:45.4

of Justice sued to block the deal, saying that it would harm competition and raise prices,

0:51.1

and that is also clear enough. Next up, Asser Abloy offered to divest parts of its own operation,

0:57.9

confident that the competition problems identified by the DOJ would then be swept away.

1:03.7

Now, a divestiture offer is nothing unusual.

1:06.5

We've talked about structural remedies a gazillion times on this very podcast. But here's where it gets

1:12.5

interesting. The companies took the divestiture straight to the courts, and the tactic was to

1:18.0

effectively sidestep what's seen as the DOJ's hard line to remedies under the Biden administration.

1:24.6

And it may all come down to the burden of proof and a ruling last year

1:29.2

by a US district judge by the name of Carl Nichols. Seraphina Smith covers mergers and acquisitions

1:36.1

for MLEX from New York, New York, and she joins me now to talk us through all of this.

1:41.9

Firstly, Serafina, what do we need to know about this lawsuit?

1:45.6

So the DOJ is suing ASA Abloy, which is a Swedish manufacturer over its proposed acquisition

1:52.6

of the hardware and home improvement division of Spectrum brands. And the DOJ is alleging that

1:58.5

the merger could result in increased prices for smart locks and premium door hardware.

2:04.7

And what's interesting about this case is that the DOJ filed a complaint to block the deal in September.

2:10.6

And in December, ASA Abloy announced that it would divest two of its divisions, MTech and Smart Residential,

2:16.7

which are two of its brands that manufacture

...

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