FTC Unwinds Non-HSR Reportable Deal

Both the Federal Trade Commission and the Antitrust Division of the Department of Justice continue to scrutinize competitively aggressive transactions too small to be subject to the premerger notification requirements of the Hart-Scott-Rodino Act.

Most recently, the Commission announced that it would challenge Hologic, Inc.’s $32 million purchase of the diagnosis and breast cancer screening business of Fischer Imaging Corporation. The transaction was completed on September 29, 2005. The Commission began its investigation after the transaction had closed. In its complaint against Hologic, the Commission alleged that Hologic’s acquisition of Fischer’s prone stereotactic breast biopsy systems (SBBSs) business harmed consumers. Prone SBBSs are integrated systems that allow doctors to conduct highly precise, minimally invasive breast biopsies using x-ray guidance. The Commission also filed a consent decree that would require Hologic to sell the Fischer prone SBBS assets to Siemens AG. The Commission vote to approve the consent decree was 5-0.

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