[Federal Register Volume 85, Number 37 (Tuesday, February 25, 2020)]
[Notices]
[Pages 10686-10689]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2020-03687]


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FEDERAL TRADE COMMISSION

[File No. 191 0160]


Agnaten SE, Compassion First and NVA; Analysis of Agreement 
Containing Consent Orders To Aid Public Comment

AGENCY: Federal Trade Commission.

ACTION: Proposed consent agreement; request for comment.

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SUMMARY: The consent agreement in this matter settles alleged 
violations of federal law prohibiting unfair methods of competition. 
The attached Analysis of Agreement Containing Consent Orders to Aid 
Public Comment describes both the allegations in the complaint and the 
terms of the consent orders--embodied in the consent agreement--that 
would settle these allegations.

DATES: Comments must be received on or before March 26, 2020.

[[Page 10687]]


ADDRESSES: Interested parties may file comments online or on paper, by 
following the instructions in the Request for Comment part of the 
SUPPLEMENTARY INFORMATION section below. Please write: ``Agnaten SE, 
Compassion First and NVA; File No. 191 0160'' on your comment, and file 
your comment online at https://www.regulations.gov by following the 
instructions on the web-based form. If you prefer to file your comment 
on paper, mail your comment to the following address: Federal Trade 
Commission, Office of the Secretary, 600 Pennsylvania Avenue NW, Suite 
CC-5610 (Annex D), Washington, DC 20580, or deliver your comment to the 
following address: Federal Trade Commission, Office of the Secretary, 
Constitution Center, 400 7th Street SW, 5th Floor, Suite 5610 (Annex 
D), Washington, DC 20024.

FOR FURTHER INFORMATION CONTACT: Michael Barnett (202-326-2362), Bureau 
of Competition, Federal Trade Commission, 600 Pennsylvania Avenue NW, 
Washington, DC 20580.

SUPPLEMENTARY INFORMATION: Pursuant to Section 6(f) of the Federal 
Trade Commission Act, 15 U.S.C. 46(f), and FTC Rule 2.34, 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 website (for February 14, 2020), at this web address: 
https://www.ftc.gov/news-events/commission-actions.
    You can file a comment online or on paper. For the Commission to 
consider your comment, we must receive it on or before March 26, 2020. 
Write ``Agnaten SE, Compassion First and NVA; File No. 191 0160'' on 
your comment. Your comment--including your name and your state--will be 
placed on the public record of this proceeding, including, to the 
extent practicable, on the https://www.regulations.gov website.
    Postal mail addressed to the Commission is subject to delay due to 
heightened security screening. As a result, we encourage you to submit 
your comments online through the https://www.regulations.gov website.
    If you prefer to file your comment on paper, write ``Agnaten SE, 
Compassion First and NVA; File No. 191 0160'' on your comment and on 
the envelope, and mail your comment to the following address: Federal 
Trade Commission, Office of the Secretary, 600 Pennsylvania Avenue NW, 
Suite CC-5610 (Annex D), Washington, DC 20580; or deliver your comment 
to the following address: Federal Trade Commission, Office of the 
Secretary, Constitution Center, 400 7th Street SW, 5th Floor, Suite 
5610 (Annex D), Washington, DC 20024. If possible, submit your paper 
comment to the Commission by courier or overnight service.
    Because your comment will be placed on the publicly accessible 
website at https://www.regulations.gov, you are solely responsible for 
making sure that your comment does not include any sensitive or 
confidential information. In particular, your comment should not 
include any sensitive personal information, such as your or anyone 
else's Social Security number; date of birth; driver's license number 
or other state identification number, or foreign country equivalent; 
passport number; financial account number; or credit or debit card 
number. You are also solely responsible for making sure that your 
comment does not include any sensitive health information, such as 
medical records or other individually identifiable health information. 
In addition, your comment should not include any ``trade secret or any 
commercial or financial information which . . . is privileged or 
confidential''--as provided by Section 6(f) of the FTC Act, 15 U.S.C. 
46(f), and FTC Rule 4.10(a)(2), 16 CFR 4.10(a)(2)--including in 
particular competitively sensitive information such as costs, sales 
statistics, inventories, formulas, patterns, devices, manufacturing 
processes, or customer names.
    Comments containing material for which confidential treatment is 
requested must be filed in paper form, must be clearly labeled 
``Confidential,'' and must comply with FTC Rule 4.9(c). In particular, 
the written request for confidential treatment that accompanies the 
comment must include the factual and legal basis for the request, and 
must identify the specific portions of the comment to be withheld from 
the public record. See FTC Rule 4.9(c). Your comment will be kept 
confidential only if the General Counsel grants your request in 
accordance with the law and the public interest. Once your comment has 
been posted on the public FTC website--as legally required by FTC Rule 
4.9(b)--we cannot redact or remove your comment from the FTC website, 
unless you submit a confidentiality request that meets the requirements 
for such treatment under FTC Rule 4.9(c), and the General Counsel 
grants that request.
    Visit the FTC website at http://www.ftc.gov to read this Notice and 
the news release describing it. The FTC Act and other laws that the 
Commission administers permit the collection of public comments to 
consider and use in this proceeding, as appropriate. The Commission 
will consider all timely and responsive public comments that it 
receives on or before March 26, 2020. For information on the 
Commission's privacy policy, including routine uses permitted by the 
Privacy Act, see https://www.ftc.gov/site-information/privacy-policy.

Analysis of Agreement Containing Consent Orders To Aid Public Comment

I. Introduction

    The Federal Trade Commission (``Commission'') has accepted, subject 
to final approval, an Agreement Containing Consent Orders (``Consent 
Agreement'') with Agnaten SE, the owner of Veterinary Specialists of 
North America, LLC and Compassion-First Pet Hospitals (``Compassion 
First'') and NVA Parent Inc. (``NVA''), which is designed to remedy the 
anticompetitive effects that would result from Compassion First's 
proposed acquisition of NVA.
    Pursuant to a Stock Purchase Agreement dated June 3, 2019, 
Compassion First proposes to acquire all of the assets of NVA in a 
transaction valued at approximately $5 billion (the ``Acquisition''). 
Both parties provide specialty and emergency veterinary services in 
clinics located throughout the United States. The Commission alleges in 
its Complaint that the Acquisition, if consummated, would violate 
Section 7 of the Clayton Act, as amended, 15 U.S.C. 18, and Section 5 
of the Federal Trade Commission Act, as amended, 15 U.S.C. 45, by 
lessening competition in the markets for certain specialty and 
emergency veterinary services in three different localities in the 
United States.\1\ The proposed Consent Agreement will remedy the 
alleged violations by preserving the

[[Page 10688]]

competition that would otherwise be eliminated by the Acquisition. 
Specifically, under the terms of the Consent Agreement, Compassion 
First is required to divest three clinics, one in each area,\2\ to 
MedVet Associates, LLC (``MedVet''), an operator of specialty and 
emergency veterinary clinics elsewhere in the country.
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    \1\ In the area around Asheville, North Carolina and Greenville, 
South Carolina, two Compassion First facilities compete closely with 
an NVA facility to provide internal medicine, oncology, 
ophthalmology, and surgery veterinary specialty services and 
emergency veterinary services. In the area between Norwalk, 
Connecticut and Yonkers, New York, each merging party has a clinic 
that provides neurology and radiation oncology veterinary specialty 
services that compete closely. Finally, in the area surrounding 
Fairfax and Manassas, Virginia, a Compassion First facility and an 
NVA facility compete closely to provide emergency veterinary 
services.
    \2\ The divested clinics are NVA's R.E.A.C.H. Specialty Clinic 
in Asheville, North Carolina; Compassion First's Veterinary Referral 
Center of Northern Virginia in Manassas, Virginia; and Compassion 
First's Veterinary Care Center in Norwalk, Connecticut.
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    The proposed Consent Agreement has been placed on the public record 
for thirty days for receipt of comments from interested persons. 
Comments received during this period will become part of the public 
record. After thirty days, the Commission will review the proposed 
Consent Agreement as well as any comments received, and decide whether 
it should withdraw, modify, or make the Consent Agreement final.

II. The Relevant Markets and Market Structures

    The relevant lines of commerce in which to analyze the Acquisition 
are individual specialty veterinary services and emergency veterinary 
services. Specialty veterinary services are required in cases where a 
general practitioner veterinarian does not have the expertise or 
equipment necessary to treat the sick or injured animal. General 
practitioner veterinarians commonly refer such cases to a specialist, 
typically a doctor of veterinary medicine who is board certified in the 
relevant specialty. Individual veterinary specialties include internal 
medicine, neurology, oncology, ophthalmology, radiation oncology, and 
surgery. Emergency veterinary services are those used in acute 
situations where a general practice veterinarian is not available or, 
in some cases, not trained or equipped to treat the patient's medical 
problem.
    The relevant areas for the provision of specialty and emergency 
veterinary services are local, delineated by the distance and time that 
pet owners travel to receive treatment. The distance and time customers 
travel for specialty services are highly dependent on local factors, 
such as the proximity of a clinic offering the required specialty 
service, appointment availability, population density, demographics, 
traffic patterns, or specific local geographic barriers.
    The Acquisition is likely to result in consumer harm in markets for 
the provision of the following services in the following localities:
    a. Internal medicine, oncology, ophthalmology, and surgery 
specialty veterinary services and emergency veterinary services in and 
around Asheville, North Carolina and Greenville, South Carolina;
    b. neurology and radiation oncology specialty veterinary services 
in the area between Norwalk, Connecticut and Yonkers, New York; and
    c. emergency veterinary services in and around Fairfax and 
Manassas, Virginia.
    All of these relevant markets are currently highly concentrated, 
and the Acquisition would substantially increase concentration in each 
market. In some cases, the combined firm would be the only provider 
following the transaction. In other markets, consumers would only have 
one remaining alternative to the combined firm following the 
transaction.

III. Entry

    Entry into the relevant markets would not be timely, likely, or 
sufficient in magnitude, character, and scope to deter or counteract 
the anticompetitive effects of the Acquisition. For de novo entrants, 
obtaining financing to build a new specialty or emergency veterinary 
facility and acquiring or leasing necessary equipment can be expensive 
and time consuming. The investment is risky for specialists that do not 
have established practices and bases of referrals in the area. Further, 
to become a licensed veterinary specialist requires extensive education 
and training, significantly beyond that required to become a general 
practitioner veterinarian. Consequently, veterinary specialists are 
often in short supply, and recruiting them to move to a new area 
frequently takes more than two years, making timely expansion by 
existing specialty clinics particularly difficult.

IV. Effects of the Acquisition

    The Acquisition, if consummated, may substantially lessen 
competition in each of the relevant markets by eliminating close, head-
to-head competition between Compassion First and NVA for the provision 
of specialty and emergency veterinary services. In some markets, the 
Acquisition will result in a merger to monopoly. The Acquisition 
increases the likelihood that Compassion First will unilaterally 
exercise market power and cause customers to pay higher prices for, or 
receive lower quality, relevant services.

V. The Consent Agreement

    The proposed Consent Agreement remedies the Acquisition's 
anticompetitive effects in each market by requiring the parties to 
divest a facility to MedVet in all three localities. The divestitures 
will preserve competition between the divested clinics and the combined 
firm's clinics. MedVet is a qualified acquirer of the divested assets 
because it has significant experience acquiring, integrating, and 
operating specialty and emergency veterinary clinics, and it does not 
currently operate or have plans to operate any veterinary clinics in 
the relevant markets.
    The Consent Agreement requires the divestiture of all regulatory 
permits and approvals, confidential business information, including 
customer information, and other assets associated with providing 
specialty and emergency veterinary care at the divested clinics. To 
ensure the divestiture is successful, the Consent Agreement also 
requires Compassion First and NVA to secure all third-party consents, 
assignments, releases, and waivers necessary to conduct business at the 
divested clinics.
    The Consent Agreement also requires Compassion First and NVA to 
provide reasonable financial incentives to certain employees to 
encourage them to stay in their current positions. Such incentives may 
include, but are not limited to, guaranteed retention bonuses for 
specialty veterinarians at divestiture clinics. These incentives will 
encourage veterinarians to continue working at the divestiture clinics, 
which will ensure that MedVet is able to continue operating the clinics 
in a competitive manner.
    Finally, the Consent Agreement contains several other provisions to 
ensure that the divestitures are successful. First, the Consent 
Agreement prevents Compassion First from hiring specialty or emergency 
veterinarians affiliated with the divested clinics for a period of one 
year. This provides MedVet with sufficient time to build working 
relationships with these important employees before Compassion First 
would be able to hire them back. Second, Compassion First will be 
required to provide transitional services for a period of one year to 
ensure MedVet continues to operate the divested clinics effectively as 
it implements its own quality care, billing, and supply systems. 
Finally, the Consent Agreement requires Compassion First to provide 
prior notice to the Commission of plans to acquire certain specialty or 
emergency veterinary clinics for a period of ten years from the date 
the Commission issues the Order.
    The Order requires Compassion First and NVA to divest the clinics 
no later than ten business days after the consummation of the 
Acquisition.

[[Page 10689]]

    The Commission has appointed Thomas A. Carpenter, D.V.M., as 
Monitor to ensure that Compassion First and NVA comply with all of 
their obligations pursuant to the Consent Agreement and to keep the 
Commission informed about the status of the transfer of rights and 
assets to MedVet. Dr. Carpenter possesses relevant experience and 
expertise regarding issues relevant to the divestiture, including 
experience as a monitor in previous FTC matters.
    If the Commission determines that MedVet is not an acceptable 
acquirer of the divested assets, or that the manner of the divestitures 
is not acceptable, the parties must unwind the sale of rights and 
assets to MedVet and divest them to a Commission-approved acquirer 
within six months of the date on which the Consent Agreement becomes 
final. In that circumstance, the Commission may appoint a trustee to 
divest the rights and assets if the parties fail to divest them as 
required.
    The purpose of this analysis is to facilitate public comment on the 
proposed Consent Agreement. It is not intended to constitute an 
official interpretation of the proposed Consent Agreement or to modify 
its terms in any way.

    By direction of the Commission.
April J. Tabor,
Acting Secretary.
[FR Doc. 2020-03687 Filed 2-24-20; 8:45 am]
 BILLING CODE 6750-01-P