[Federal Register Volume 72, Number 211 (Thursday, November 1, 2007)]
[Notices]
[Pages 61884-61885]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: E7-21509]


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FEDERAL TRADE COMMISSION

[File No. 061 0281]


Owens Corning; Analysis of Agreement Containing Consent Order to 
Aid Public Comment

AGENCY: Federal Trade Commission.

ACTION: Proposed Consent Agreement.

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SUMMARY: The consent agreement in this matter settles alleged 
violations of federal law prohibiting unfair or deceptive acts or 
practices or unfair methods of competition. The attached Analysis to 
Aid Public Comment describes both the allegations in the draft 
complaint and the terms of the consent order--embodied in the consent 
agreement--that would settle these allegations.

DATES: Comments must be received on or before November 26, 2007.

ADDRESSES: Interested parties are invited to submit written comments. 
Comments should refer to ``Owens Corning, File No. 061 0281,'' to 
facilitate the organization of comments. A comment filed in paper form 
should include this reference both in the text and on the envelope, and 
should be mailed or delivered to the following address: Federal Trade 
Commission/Office of the Secretary, Room 135-H, 600 Pennsylvania 
Avenue, NW, Washington, D.C. 20580. Comments containing confidential 
material must be filed in paper form, must be clearly labeled 
``Confidential,'' and must comply with Commission Rule 4.9(c). 16 CFR 
4.9(c) (2005).\1\ The FTC is requesting that any comment filed in paper 
form be sent by courier or overnight service, if possible, because U.S. 
postal mail in the Washington area and at the Commission is subject to 
delay due to heightened security precautions. Comments that do not 
contain any nonpublic information may instead be filed in electronic 
form as part of or as an attachment to email messages directed to the 
following email box: [email protected].
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    \1\ The comment must be accompanied by an explicit request for 
confidential treatment, including the factual and legal basis for 
the request, and must identify the specific portions of the comment 
to be withheld from the public record. The request will be granted 
or denied by the Commission's General Counsel, consistent with 
applicable law and the public interest. See Commission Rule 4.9(c), 
16 CFR 4.9(c).
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    The FTC Act and other laws the Commission administers permit the 
collection of public comments to consider and use in this proceeding as 
appropriate. All timely and responsive public comments, whether filed 
in paper or electronic form, will be considered by the Commission, and 
will be available to the public on the FTC website, to the extent 
practicable, at www.ftc.gov. As a matter of discretion, the FTC makes 
every effort to remove home contact information for individuals from 
the public comments it receives before placing those comments on the 
FTC website. More information, including routine uses permitted by the 
Privacy Act, may be found in the FTC's privacy policy, at http://www.ftc.gov/ftc/privacy.htm.

FOR FURTHER INFORMATION CONTACT: Wallace W. Easterling (202) 326-2936, 
Bureau of Competition, Room NJ-6264, 600 Pennsylvania Avenue, NW, 
Washington, D.C. 20580.

SUPPLEMENTARY INFORMATION: Pursuant to section 6(f) of the Federal 
Trade Commission Act, 38 Stat. 721, 15 U.S.C. 46(f), and Sec.  2.34 of 
the Commission Rules of Practice, 16 CFR 2.34, notice is hereby given 
that the above-captioned consent agreement containing a consent order 
to cease and desist, having been filed with and accepted, subject to 
final approval, by the Commission, has been placed on the public record 
for a period of thirty (30) days. The following Analysis to Aid Public 
Comment describes the terms of the consent agreement, and the 
allegations in the complaint. An electronic copy of the full text of 
the consent agreement package can be obtained from the FTC Home Page 
(for October 26, 2007), on the World Wide Web, at http://www.ftc.gov/os/2007/10/index.htm. A paper copy can be obtained from the FTC Public 
Reference Room, Room 130-H, 600 Pennsylvania Avenue, N.W., Washington, 
D.C. 20580, either in person or by calling (202) 326-2222.
    Public comments are invited, and may be filed with the Commission 
in either paper or electronic form. All comments should be filed as 
prescribed in the ADDRESSES section above, and must be received on or 
before the date specified in the DATES section.

Analysis of Agreement Containing Consent Order to Aid Public Comment

I. Introduction

    The Federal Trade Commission (``Commission'') has accepted, subject 
to final approval, an Agreement Containing Consent Order from Owens 
Corning (``Respondent''). The Consent Agreement is intended to resolve 
anticompetitive effects stemming from Owens Corning's proposed 
acquisition of certain glass fiber reinforcements and composite fabric 
assets from Compagnie de Saint Gobain (``Saint Gobain). The Consent 
Agreement includes a proposed Decision and Order which requires 
Respondent Owens Corning to divest its North American Continuous 
Filament Mat (``CFM'') Business, which includes the CFM production 
facility in Huntingdon, Pennsylvania, the Marbles Furnace in Anderson, 
South Carolina, which supplies the Huntingdon facility, and related 
technology and other assets used in the CFM business. The proposed 
Decision and Order also requires the licensing of all Owens Corning 
intellectual property related to the production of CFM and certain CFM 
furnace technology.
    Owens Corning and Saint Gobain originally planned to combine their 
respective glass fiber reinforcement businesses in a new entity to be 
called Owens Corning Vetrotex Reinforcements. The new entity was to

[[Page 61885]]

be owned 60 percent by Owens Corning and 40 percent by Saint Gobain. In 
response to antitrust concerns, the parties restructured the 
transaction and entered into an acquisition agreement whereby Owens 
Corning will acquire Saint Gobain's glass fiber reinforcements and 
composite fabric business assets worldwide with several important 
exclusions. Owens Corning will not acquire Saint Gobain's glass fiber 
reinforcements assets located in the United States. Additionally, 
certain assets located in Europe will be divested pursuant to an 
agreement entered into between the parties and the European Commission. 
However, under the proposed acquisition, Owens Corning will still 
acquire Saint Gobain's assets used in the design, manufacture, and sale 
of CFM, a unique glass fiber reinforcement product. Saint Gobain 
competes in CFM in the United States using CFM produced at its facility 
in Besana, Italy. The proposed Consent Agreement and Decision and Order 
are designed to address competition concerns in the CFM market.
    The Decision and Order calls for divestiture of Owens Corning's CFM 
Business to AGY Holding Company (``AGY''), or another Commission-
approved buyer in the event that AGY is determined not to be 
acceptable. The Consent Agreement, if finally accepted by the 
Commission, would settle charges that the proposed acquisition may 
substantially lessen competition in the market for CFM. The Commission 
has reason to believe that Respondent's proposed acquisition would 
violate Section 7 of the Clayton Act, as amended, 15 U.S.C. Sec.  18, 
and Section 5 of the Federal Trade Commission Act, as amended, 15 
U.S.C. Sec.  45.

II. The Proposed Complaint

    According to the Commission's proposed complaint, the relevant 
product market in which to analyze the effects of Saint Gobain's sale 
of assets to Owens Corning is the market for the development, 
manufacture, and sale of CFM and related technology. CFM is an input in 
the production of non-electrical laminate, marine parts and 
accessories, and other products where its strength and other desirable 
characteristics make it the most cost effective material to use. The 
relevant product is used to increase mechanical performance, such as 
stiffness and strength, as well as chemical resistance. The relevant 
geographic market is North America, including imports.
    The proposed complaint alleges that the market for CFM is highly 
concentrated and that Saint Gobain and Owens Corning have been the 
primary competitors in these markets for many years. According to the 
proposed complaint, Owens Corning and Saint Gobain account for more 
than 90 percent of the CFM sold in North America. The only other 
substantial supplier is PPG Industries, a firm that accounted for less 
than 10 percent of the CFM sold in the United States last year.
    The proposed complaint alleges that the proposed acquisition would 
reduce competition by eliminating direct competition between these two 
companies. The proposed complaint further alleges that entry into the 
relevant market would not be timely, likely, or sufficient to deter or 
offset the proposed joint venture's adverse competitive effects.

III. Terms of the Proposed Order

    Under the proposed Decision and Order, Owens Corning will divest 
its CFM business to AGY within ten (10) days after acquiring certain 
worldwide glass fiber reinforcements and composite fabric assets from 
Saint Gobain. AGY, based in Aiken, South Carolina, develops, 
manufactures, and markets a wide range of glass fiber yarns and 
reinforcement materials. As an existing participant in the glass fiber 
reinforcement business, AGY is well-positioned to compete effectively 
in the CFM business.
    The proposed Decision and Order requires Owens Corning to divest 
its Huntingdon Facility that produces CFM. In addition, Owens Corning 
is required to divest the Marbles Furnace located in Anderson, South 
Carolina, that currently supplies the Huntingdon Facility with 
essential glass fiber marbles used in the production of CFM at 
Huntingdon. Also, Owens Corning is required to grant AGY two licenses. 
The first license is to Owens Corning intellectual property, wherever 
located, related to the production, marketing, and distribution of CFM. 
The second license is to Owens Corning furnace technology used in the 
Owens Corning Guelph and Owens Corning Battice facilities related to 
CFM. The purpose of the divestiture and licensing is to give AGY all 
assets and know-how necessary for the production and sale CFM products.
    The proposed Decision and Order also allows for the parties to 
enter into transition agreements for the short term provision of 
services, including an agreement for the supply of the raw materials 
for the production of Marbles. Moreover, the proposed Decision and 
Order precludes Owens Corning and Saint Gobain from entering into any 
agreement that would impair the value of the assets retained by Saint 
Gobain. The proposed Decision and Order contains a provision requiring 
prior notice for the acquisition of certain CFM assets.

IV. Opportunity for Public Comment

    The proposed Decision and Order has been placed on the public 
record for thirty (30) days to receive comments by interested persons. 
Comments received during this period will become part of the public 
record. After thirty (30) days, the Commission will review the Consent 
Agreement and comments received and decide whether to withdraw its 
agreement or make final the Consent Agreement's proposed Order.
    The purpose of this analysis is to facilitate public comment on the 
proposed Decision and Order. This analysis is not intended to 
constitute an official interpretation of the Consent Agreement and the 
proposed Decision and Order. By direction of the Commission.

Donald S. Clark,
Secretary.
[FR Doc. E7-21509 Filed 10-31-07: 8:45 am]
BILLING CODE 6750-01-S