The consumer watchdog agency was motivated to bring the case in part because rising costs and supply chain disruptions from Russia’s invasion of Ukraine have put economic pressure on farmers, an agency official told Reuters.

Chinese-owned Syngenta and U.S.-based Corteva paid distributors not to offer farmers generic pesticides, herbicides and fungicides after the companies’ patents on six chemical ingredients expired, the FTC said.

As a result, farmers have paid around 20 per cent more, amounting to hundreds of millions of dollars a year, for the companies’ products, the agency official said.

“By paying off distributors to block generic producers from the market, these giants have deprived farmers of cheaper and more innovative options,” FTC chair Lina Khan said in a press release.

Corteva spokesperson Kris Allen said in an email that the company believes the complaint has no basis.

“We will vigorously defend our position that Corteva’s customer marketing programs are fully compliant with the antitrust laws,” Allen said.

Syngenta did not immediately respond to a request for comment.

The attorneys general of 10 states joined in the suit, the FTC said.

Prices for chemical weed and pest suppressants have risen sharply this year, sending farmers hunting for alternatives.

Earlier this year, the U.S. Department of Agriculture collected public comments on competition issues in the agricultural inputs sector, including pesticides, seeds and fertilizer.

— Leah Douglas reports on U.S. agriculture and energy policy for Reuters from Washington, D.C.

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The five commissioners, three Democrats and two Republicans, voted unanimously to approve the policy statement.

“The FTC has a range of tools it can use to root out unlawful repair restrictions and today’s policy statement would commit us to move forward on this issue with new vigour,” FTC chair Lina Khan said at an unusual open hearing, the second held by the agency this month.

Commissioner Noah Phillips, a Republican, supported the step. “While there are repair restrictions that are legitimate, whether it’s smartphones or tractors, I absolutely agree that there are many unwarranted restrictions that make it (repairs) excessively difficult and expensive,” he said.

The vote followed an agency report released in May that found that manufacturers often discourage repairs by third parties that can charge consumers less than dealers. These include disparaging spare parts not made by the manufacturer, and license agreements.

The issue was one of dozens spelled out in an executive order that the Biden White House put out this month.

The U.S. Chamber of Commerce vehemently objected to the way the meeting was conducted. Sean Heather, a chamber vice-president, said the agency’s new open meetings “have embraced a vote now, discuss policy later approach that ignores public input, making the entire process anything but transparent and above board.”

The FTC’s commissioners voted along party lines to rescind a 1995 policy statement regarding prior approval of mergers. With the statement rescinded, a company that had been stopped from proceeding with one merger must give prior notice to the FTC if it is contemplating a similar transaction. The FTC could then stop the new deal without spending months to investigate the new deal.

Commissioner Christine Wilson, a Republican, said there was no evidence to support scrapping the 1995 policy statement.

Commissioner Rebecca Slaughter, a Democrat, said FTC staff spent a lot of time and resources looking at “clearly anti-competitive” mergers. “I think a lot about the deterrent effect that we need to be sending,” she said.

The FTC also voted unanimously to keep a rule requiring clothing manufacturers to spell out how their clothing should be cared for but indicated that it would update it.

— Reporting for Reuters by Diane Bartz.

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The deal was valued at $7.6 billion when it was announced in August 2019 (all figures US$).

The FTC action was the final antitrust approval needed, and the proposed transaction is on track to close in early August, Elanco said in a statement.

To win antitrust approval, the FTC said it required the companies to sell assets related to oral treatments to kill fleas on dogs, an inflammation of dogs’ inner ears and some pour-on cattle insecticides which control multiple insects.

The deal won EU antitrust approval in June and Canada’s conditional approval earlier this month.

“This approval marks the near-final step in fulfilling our vision of bringing together two dedicated animal health companies,” Elanco CEO Jeff Simmons said in a statement.

The transaction would create the world’s second largest animal health company, with analysts expecting the $44 billion animal health sector to grow by five to six per cent per year, driven by an increase in livestock farming and spending on pets.

The FTC said that Elanco agreed to sell its canine ear medicine Osurnia to Dechra Pharmaceuticals, its dog flea medicine Capstar to PetIQ Inc., and its U.S. cattle pour-on insecticide treatment StandGuard to Neogen Corp.

— Reporting for Reuters by Diane Bartz.

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Mark Smucker, CEO of J.M. Smucker, said “it is not in the best interest of either party to expend the anticipated significant additional time and resources to challenge the FTC’s administrative complaint.”

He said the companies “underestimated the significant role that private label brands play in the oils category, which account for approximately 50 percent of all cooking oil sales and hold significantly higher market share at some retailers.”

Conagra said in a statement it was disappointed by the FTC’s decision and would continue “its evaluation of the role of the Wesson oil business within its portfolio.”

“We have determined that it is in the best interest of our shareholders, customers and employees to terminate the agreement to sell the Wesson oil business to the J.M. Smucker Company rather than pursue litigation,” Conagra said.

Smucker owns the Crisco brand. If it acquired the Wesson brand, it would have controlled at least 70 per cent of the market for branded canola and vegetable oils sold to grocery stores and other retailers, the FTC said in a statement.

The FTC said the deal was “likely to increase Smucker’s negotiating leverage against retailers, especially traditional grocers, by eliminating the vigorous head-to-head competition that exists between the Crisco and Wesson brands today.”

Conagra announced plans to sell the Wesson brand for about US$285 million in May 2017.

Conagra, the maker of Chef Boyardee pasta and Orville Redenbacher’s popcorn, sold its loss-making private-label business in 2016 to TreeHouse Foods and spun off its Lamb Weston frozen potato business.

J.M. Smucker had said it expected the deal to add about US$230 million to its annual net sales.

The FTC said retailers and ultimately consumers “would likely face higher prices for branded canola and vegetable cooking oil” if the deal was approved.

The FTC said the deal was struck after attempted price increases by each brand over the past two years that were limited by intense competition from the two rivals.

The FTC said Smucker’s internal documents acknowledged that eliminating price competition between Crisco and Wesson was a central part of its rationale for the acquisition.

— Reporting for Reuters by David Shepardson.

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It was unclear how Continental Grain would pressure Bunge, one of the world’s top agricultural merchants. But the company, which invests in the farm and food industry, has increased a stake in Bunge to more than one per cent, the source said, speaking on the condition of anonymity.

On Monday, the U.S. Federal Trade Commission confirmed Continental Grain owned Bunge shares, without specifying how many. The consumer protection agency granted Continental Grain approval to increase its position, a filing that signals the company will actively engage with Bunge management.

Continental Grain’s “focus is on the path to maximize value, including the potential sale” of Bunge, the source said.

Bunge, which has a market capitalization of about $10.6 billion, declined to comment (all figures US$). Shares rose 3.8 per cent to $77.99.

The company, founded in 1818 in the Netherlands, is the world’s top industrial producer of soymeal and soyoil and has a major presence in South America. But declining profits have made it vulnerable to a takeover.

Bunge and rival grain merchants such as ADM have struggled as a global oversupply of food commodities has made it tough to turn a profit on their core business: buying, processing and selling corn, soy and wheat.

In January, a source said ADM made a takeover approach to Bunge, led by CEO Soren Schroder. The companies have declined to comment on the matter, which came to light after Bunge rebuffed a tie-up proposal from commodity trader Glencore last year.

Schroder formerly worked for Continental Grain.

Five years ago, when Continental Grain held a stake in U.S. pork producer Smithfield Foods, the investment firm sent Smithfield a letter urging a breakup and also filed a presentation with U.S. securities regulators.

China’s Shuanghui International Holdings, now known as WH Group, eventually bought Smithfield for $4.7 billion.

— Tom Polansek reports on agriculture and agribusiness for Reuters from Chicago.

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Saskatoon-based Potash Corporation of Saskatchewan and Calgary-based Agrium Inc. announced Wednesday they’ve received clearance from the U.S. Federal Trade Commission (FTC) to close their US$25 billion merger-of-equals transaction and form up under a new name, Nutrien.

With the deal’s closing date set for Jan. 1, common shares of Nutrien are expected to start trading Jan. 2 in both Toronto and New York under the ticker symbol “NTR” and PotashCorp and Agrium common shares will be delisted at market close that day, the companies said.

Agrium CEO Chuck Magro, who next month becomes Nutrien’s CEO, said Wednesday the two firms “expect to move quickly upon closing to begin delivering on the many strategic benefits and synergy potential of this combination.”

The companies have previously said they expect to see annual operation synergies of up to US$500 million from the deal, which will create Canada’s third-largest natural resource company with an enterprise value of about US$36 billion.

Nutrien expects to have a combined workforce of almost 20,000 employees in potash, nitrogen and phosphate production and in Agrium’s crop input retail division, Crop Production Services (CPS). The company said it will have corporate offices in both Calgary and Saskatoon, with Saskatoon serving as the registered head office.

Antitrust regulators in Canada, India and China had already signed off on the deal in September, October and November respectively. Canada’s Competition Bureau granted unconditional approval, while the clearances from China and India call for PotashCorp to shed minority stakes in fertilizer companies in Chile, Israel and Jordan.

The FTC on Wednesday, meanwhile, ruled that a PotashCorp/Agrium marriage would “likely harm competition” in the North American market superphosphoric acid (SPA), and in a specialized, more localized market for nitric acid.

Specifically, the FTC said, PotashCorp and Agrium are two of just three companies in North America making SPA, which is only “rarely” imported from overseas. Agricultural wholesalers and retailers use SPA to produce ammonium polyphosphate (APP) fertilizer.

Also, the agency said, PotashCorp and Agrium each have nitric acid manufacturing plants in Ohio and are the two primary suppliers of 65-67 per cent concentration nitric acid in Ohio, Kentucky, Pennsylvania, Maryland, West Virginia and New Jersey.

Nitric acid at that concentration is used in making fertilizers, explosives, stainless steel and certain specialty chemicals.

The FTC, in its release, cited a complaint that “for most customers, there are no functionally equivalent chemical substitutes for 65-67 per cent concentration nitric acid,” and that it’s “unlikely” a competing player would set up another plant in that region.

Thus, the agency said, PotashCorp and Agrium’s settlement agreement with the FTC requires them to sell Agrium’s SPA plant at Conda, Idaho, about 100 km east of Pocatello, to Itafos, a Cayman Islands-based phosphate fertilizer maker.

Also, the FTC said, the settlement agreement requires the sale of Agrium’s nitric acid plant at North Bend, Ohio, just west of Cincinnati, to New York-based fertilizer and commodity firm Trammo.

Neither of the FTC’s conditions will come as a shock to Agrium, which had already announced deals in early November to sell the SPA plant to Itafos for US$100 million and the nitric acid plant to Trammo for an undisclosed sum, with both sales “intended to address U.S. regulatory concerns.”

When PotashCorp and Agrium first announced their merger plans in mid-2016, major farm groups in both Canada and the U.S. said they would take up the issue with regulators in both countries, citing concerns about lost pricing power.

Canada’s Competition Bureau said in September it had consulted stakeholders in the lead-up to its decision, including the two companies’ customers, competitors, industry groups and government.

However, it ruled the deal “is not likely to lead to a substantial lessening of competition relating to potash in Canada,” and effective competitors were in place in the dry phosphate market.

The bureau also said it didn’t see significant overlap or rivalry between Agrium and PotashCorp in Canadian markets for SPA or nitric acid.

The Nutrien partners in 2016 said they also “remain committed to Canpotex,” the Saskatoon-based potash export logistics and marketing company they own jointly with U.S. fertilizer firm Mosaic Co. — AGCanada.com Network

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The FTC said in a statement that it had reviewed whether the deal would substantially lessen competition or constituted an unfair method of competition and opted not to pursue its investigation further.

Earlier Wednesday, Whole Foods said shareholders in the natural and organic grocery chain had approved the proposed sale to Amazon.

The companies expect to close the deal in the latter half of this year.

Amazon’s takeover of the upscale chain would give it a foothold in the US$700 billion U.S. grocery market, key for it to grab a greater share of shoppers’ wallets.

It would also give the world’s largest online retailer hundreds of brick-and-mortar stores where it could showcase products and ready packages for home delivery.

Amazon and Whole Foods did not immediately respond to requests for comment.

Antitrust experts had said the deal likely would win government approval because Amazon sells few groceries and Whole Foods itself makes up a small fraction of food sales.

Critics had argued there was precedent to block the merger, since Amazon would be leveraging its retail and supply chain power to dominate a new market.

The FTC opted not to make a second request for information in its review, which is often a burden for companies that have to provide extensive information that can drain time and resources to collect. Such requests have in the past led to concessions so a merger gains government approval.

In closing its antitrust review, the FTC noted on Wednesday it “always has the ability to investigate anticompetitive conduct should such action be warranted.”

Austin-based Whole Foods operates over 450 stores in the U.S. It expanded in 2002 into Canada, where it now has six stores in British Columbia and seven in southern Ontario, and in 2004 into the U.K., where it now has nine stores.

— Reporting for Reuters by David Shepardson in Washington, Jeffrey Dastin in San Francisco and Lisa Baertlein in Los Angeles; additional reporting by Diane Bartz in Washington. Includes files from AGCanada.com Network staff.

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Alimentation Couche-Tard, a major Canada-based chain of convenience stores and gas stations, said in August that it would buy the smaller CST, which has the Corner Store markets, for some US$4.4 billion.

As of late January, Couche-Tard had 8,081 convenience stores in North America, including 6,710 which sold fuel, the company said in a news release.

The FTC required the companies to sell 70 fuel stations with convenience stores to Empire Petroleum Partners in Arizona, Colorado, Florida, Georgia, Louisiana, New Mexico, Ohio and Texas, the agency said.

Empire also has the option to buy a gas station in Albany, Georgia, the FTC said.

Alimentation Couche-Tard, which is still seeking antitrust clearance in Canada, said in a statement that it expected the deal to close on June 28.

In Canada, the deal would give Couche-Tard up to 870 more retail sites, mainly under the Corner Store and Depanneur du Coin brands, in Ontario, Quebec and Atlantic Canada.

The CST stores offer standard convenience-store snacks and beverages and, in many cases, market sections with sandwiches, salads and fresh produce.

Some of CST’s Canadian retail sites and cardlock fueling stations, plus its commercial and home energy business, would go to Red Deer, Alta.-based Parkland Fuel Corp. in a C$965 million side deal with Couche-Tard.

The number of Canadian CST stores going to Parkland would be determined via the federal Competition Bureau’s review of the Couche-Tard/CST deal.

— Diane Bartz reports on antitrust issues for Reuters from Washington, D.C. Includes files from AGCanada.com Network staff.

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“We have filed an HSR Act with the FTC after good communications with the case team. We believe the U.S. anti-trust process is on track,” ChemChina said in an email, referring to the U.S. antitrust Hart-Scott-Rodino Act and the Federal Trade Commission, which oversees mergers.

A Syngenta spokesperson also confirmed the companies had recently submitted the transaction to the FTC after a constructive engagement with the authorities.

“ChemChina and Syngenta remain fully committed to the transaction and are confident of its closure,” Syngenta said.

Sources close to the deal expected an approval soon, given the small revenue that ChemChina generates from the U.S. via Adama, a maker of generic versions of pesticides without patent protection, and its minor overlap with Syngenta products.

The deal has already won approvals from regulators in several markets, including a U.S. national security panel and Australia’s competition watchdog.

Earlier this month, companies proposed minor concessions to the European Commission’s competition watchdog with one source close to the deal estimating the overall divestment from Adama at less than US$500 million.

Recently, the European Commission extended the deal review to April 12, and a top Syngenta executive said earlier this week that it was “highly optimistic that by the date we will have made sufficient progress in the U.S. and EU to be going forward.”

— Reporting for Reuters by Chen Aizhu; additional reporting by Reuters’ Zurich newsroom.

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Increased research and development spending by the combined companies and plans to develop a global seeds and biotechnology hub in St. Louis fuel hopes regulators will not block the deal, which was agreed upon in September, Monsanto CEO Hugh Grant said.

“I think those augur well for the deal,” he told Reuters in an interview.

If the deal closes, it will create a company commanding more than a quarter of the combined world market for seeds and pesticides in the fast-consolidating farm supplies industry.

Uncertainty about whether U.S. President-elect Donald Trump would stand in the way of large mergers after taking office in January has clouded the outlook of some deals. Trump vowed during his campaign to block AT+T Inc’s purchase of Time Warner and look to break up Comcast’s deal to buy NBC Universal, citing too much concentration of power.

The president does not directly decide if a merger is illegal under antitrust law. That is done by the U.S. Justice Department or Federal Trade Commission, which divide up the work of assessing mergers. If one of the agencies decides to stop a deal, it must convince a judge to agree.

Grant said he has not met with Trump or any of his transition team and did not elaborate on how the company was working to secure the deal.

The acquisition came after a string of large mergers that have roiled the agribusiness sector in the last year or so, including ChemChina’s purchase of Swiss chemicals company Syngenta and a merger of Dow Chemical and DuPont.

DuPont’s chief executive, Ed Breen, said last week the incoming Trump administration is not likely to have an impact on his company’s merger with Dow Chemical.

Monsanto shares were up 0.4 per cent at $105 on Tuesday afternoon, down from the $106.76 closing price on Sept. 14 when the Bayer deal was announced and well below the $128-per-share acquisition price (all figures US$).

— Karl Plume reports on agriculture and agribusiness for Reuters from Chicago.

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