December 28/2011
Japan Fair Trade Commission
Upon the receipt of the notifications of the following plans concerning proposed M&As, the Japan Fair Trade Commission (hereinafter the “JFTC”) has reviewed the plans.
1. Western Digital Ireland, Ltd. (hereinafter the “WDI”) plans to acquire the shares of Viviti Technologies Ltd. (hereinafter “the acquisition of shares”)
2. Seagate Technology International (hereinafter the “STI”)plans to acquire the HDD business of Samsung Electronics Co., Ltd. (hereinafter “the acquisition of business”)
As a result of the review regarding the acquisition of shares, the JFTC acknowledged that, given the remedies proposed by WDI, competition in any particular field of trade might not be substantially restrained.
Moreover, regarding the acquisitions of business, the JFTC acknowledged that, taking the situation in consequence of the above-mentioned remedies, etc. into consideration, competition in any particular field of trade might not be substantially restrained.
Accordingly, the JFTC notified WDI and STI respectively that a cease and desist order would not be issued and completed these reviews.
● Process of the cases
1．The acquisition of shares
- On June 10, 2011, receipt of notification of a plan regarding the acquisition of shares by WDI (start of primary review)
- On July 4, request for reports, etc. (start of secondary review)
- On August 26, receipt of all reports, etc. (deadline for prior notice: November 24, 2011)
- On November 21, submission of a report on changes in the notification by the parties,in which the remedies were described
- On November 24, notification to WDI that a cease and desist order will not be issued
2．The acquisition of business
- On May 19, 2011, receipt of notification of a plan regarding the acquisition of business by STI (start of primary review)
- On June 17, request for reports, etc. (start of secondary review)
- On October 27, receipt of all reports, etc. (deadline for prior notice: January 25, 2012)
- On December 15, notification to STI that a cease and desist order will not be issued
Foot Note
The JFTC has been authorized to conduct reviews on whether business combination plans may be substantially to restrain competition in particular fields of trade by following procedures prescribed in the Antimonopoly Act. When a notifying corporation submits the notification form to the JFTC and the JFTC receives it, the notifying corporation is prohibited from effecting share acquisition, etc. in question until the expiration of the 30-day waiting period from the date of receipt of the said notification. During the waiting period, concerning the business combination in question, the JFTC will normally either; (1) judge that the said business combination is not problematic in light of the Antimonopoly Act, or; (2) judge that more detailed review is necessary and request submission of the necessary reports, information or materials.
In the case of (1) above, to improve transparency of the review of business combination, the JFTC shall give notification to the effect that it will not issue a cease and desist order.
In the case of (2) above, the period when the JFTC may give notice prior to cease and desist order shall be extended until 120 days after the date of receipt of the notification or 90 days after the date of receipt of all reports etc., whichever is later. In case the JFTC judges in this extended period that the business combination plan in question is not problematic in light of the Antimonopoly Act, it shall give notification to the effect that it will not issue a cease and desist order, same as the case of (1).
*Every announcement is tentative translation. Please refer to the original text written in Japanese.
