[BETA] Fortnightly

Mergers & Acquisitions

Joint Ventures. The Federal Trade Commission, in consultation with the Antitrust Division of the U.S. Department of Justice, issued draft antitrust guidelines for "collaborations among competitors" that will apply to a wide range of joint ventures and strategic alliances other than actual mergers.

Such collaborations would include R&D efforts, information sharing and joint efforts in marketing, distribution, sales or purchasing, plus various types of trade association activities. File No. 971201, Oct. 1, 1999 (F.T.C.), published at 64 Fed. Reg. 54,484, Oct. 6, 1999.

Dominion Resources + CNG. North Carolina OK'd the merger of Dominion Resources Inc. and Consolidated Natural Gas Co., marking the final required approval by a state PUC, though the case is still pending before federal agencies.

State regulators told the companies to amend their merger application before the U.S. Securities and Exchange Commission to add language to "strongly encourage" the SEC to preserve state authority to review intercorporate allocations. Docket No. E-22, Sub 380, Oct. 18, 1999 (N.C.U.C.).

AEP + CSW. In light of the new electric competition law passed in Ohio this summer, the PUC closed its docket for review of the merger between American Electric Power Co. and Central and South West Corp. It agreed to postpone consideration of public interest issues resulting from the merger until it reviews company-specific transition plans to be filed later. Case No. 98-113-EL-MER, Oct. 21, 1999 (Ohio P.U.C.).

PacifiCorp + Scottish Power. Regulators in Oregon and Washington OK'd the PacifiCorp-Scottish Power plc merger - the second and third states out of six needed for approval - with the matter still pending in Utah, Wyoming and Idaho.

The Oregon PUC dismissed arguments by Industrial Customers of Northwest Utilities that the deal would pose more risk than the merger between Portland General Electric Co. and Enron Corp. It refused to compare the two deals because Scottish Power lacked U.S. operations (not the case with Enron), making comparisons on market power issues inappropriate. Order No. 99-616, Oct. 6, 1999 (Ore.P.U.C.); Docket No. UE981627, Oct. 14, 1999 (Wash.U.T.C.).

Con Ed + Northeast Utilities. On Oct. 13 Consolidated Edison Inc. announced plans to acquire Northeast Utilities for $7.5 billion in cash, stock and debt, creating the nation's largest electric distribution utility, with over 5 million electric and 1.4 million gas customers.

NU shareholders would receive a higher price per share if the company should reach agreement (with approval from Connecticut regulators) to sell its Millstone 2 and 3 nuclear units before the planned merger closing date of Dec. 31.

DTE + MCN. On Oct. 5 Michigan utilities DTE Energy and MCN Energy Group announced their intent to merge to create the state's largest electric and gas company, with over 2 million customers. DTE, the parent company of Detroit Edison, would purchase all shares of MCN, parent company of Michigan Consolidated Gas Co., for $28.50 per share, a total of $2.6 billion. DTE would assume about $2 billion of MCN debt.

NEES + National Grid. The New Hampshire PUC approved the merger of New England Electric System and National Grid Group plc, on condition