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Unable to overcome Federal Trade Commission antitrust objections, glassware maker Libbey Inc. has aborted its $277 million acquisition of Newell Rubbermaid Inc.’s Anchor Hocking unit. “We diligently continued to search for alternative solutions that would accommodate the parties,” Libbey chairman John F. Meir said. “However, the extended timing associated with the possible alternatives and the lack of certainty in achieving FTC approval forces us to conclude that we must now abandon the transaction.” Libbey, based in Toledo, Ohio, twice amended the acquisition agreement in response to antitrust concerns. The first time it altered the deal after the FTC voted to challenge the merger in court. The agency asked a judge to reject the amended merger, arguing the court should consider the original transaction. The judge refused, but concluded the deal was anti-competitive even though Libbey excluded Anchor Hocking’s food service business from the transaction, which was the source of the competitive overlap. Responding to the court’s decision, the companies amended the deal a second time to ensure more key personnel remained with Freeport, Ill.-based Newell and to provide Anchor with a lower cost of goods. The judge rejected those changes as inadequate. Libbey agreed to buy Anchor in June 2001. Newell CEO Joseph Galli Jr. said the deal took too long to finalize. “At this point we believe it is in the best interests of Anchor Hocking and our shareholders to concentrate on running this business,” he said. “Our goal is to take Anchor Hocking to the next level of success.” Libbey will be forced to write off up to $9 million in acquisition costs in the second quarter. The case generated interest in the antitrust community because of the court’s decision that a company has a right to amend a merger agreement in response to government antitrust objections provided it does not act in bad faith. Prior to this ruling, it was unclear whether companies had this right. Yet Albert Foer, president of the American Antitrust Institute, questions how helpful the ruling will be for corporations. “The effort to continually change the deal will not have much long-term staying power because the agencies won’t put up with it,” he said. “The agencies can outlast the parties, as was seen here.” Copyright �2002 TDD, LLC. All rights reserved.

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