Mark L. Kovner

Selected Antitrust Representations

• WellCare Health Plans, in its $17.3 billion acquisition by Centene Corporation;
• WellCare Health Plans, in its 2018 proposed $2.5 billion acquisition of competitor Meridian Health Plans;
• Boeing Corporation, in its 2018 $3.2 billion acquisition of aerospace parts distributor KLX Inc;
• Wyndham Worldwide, the world’s largest hotel chain, in its 2018, $1.95 billion acquisition of La Quinta’s hotel and franchise management business;
• GrubHub, in its acquisition of competitor Eat24 from Yelp and the formation of a GrubHub/Yelp partnership;
• Vista Equity Partners, in its $1.65 billion acquisition of Cvent; combining Cvent and Lanyon to create the largest supplier of meetings and events software; the transaction was cleared with no remedies imposed after an extensive Second Request investigation;
• Teva Pharmaceuticals, in its $40 billion acquisition of Allergan’s generics business, securing clearance with the largest and most complex pharmaceutical divestiture in FTC history, and also in Teva’s 2016 acquisition of Allergan’s ANDA distribution business; 
• Vestar Capital, in the sale of Sun Products (all®, Sun®, Surf®, and Wisk® detergents) to Henkel, creating the second largest seller of detergents in the US.
• Accenture plc, in the sale of its Navitaire airline reservation software business to Amadeus, clearing the transaction through U.S., U.K., and EU reviews, and in various other transactions;
• Murray Energy Corporation, in its $1.37 billion transaction with Foresight Energy and its 3.5 billion acquisition of various mines owned by CONSOL Energy Inc., a competitor in NAPP region coal mining;
• Infineon Technologies, in its $3 billion acquisition of competitor International Rectifier, combining two leading worldwide suppliers of power semiconductors; 
• Danaher Corporation, in its $13.8 billion acquisition of Pall Corporation and its 2014 $2.2 billion acquisition of Nobel Biocare;
• Teva Pharmaceuticals, in its proposed transaction with Mylan Pharmaceuticals;
• Akorn Pharmaceuticals, in its acquisition of VersaPharm;
• Community Health Systems, in its $3.6 billion acquisition of HMA to create the nation’s largest for-profit hospital network;
• Advance Auto Parts, in its $2 billion acquisition of General Parts International, a competing auto parts specialty firm;
• Accenture plc, in its acquisition of Mortgage Cadence, a leading provider of mortgage origination software and e-document management services, and its $375 million acquisition of Procurian, a leading BPO services supplier; 
• 3G Capital, in its partnership with Berkshire Hathaway to acquire H.J. Heinz for $28 billion;
• Avis Budget Group, in its acquisitions of Zipcar and Payless Car Rental;
• Clearwire Corporation, in its merger with Sprint Nextel;
• Given Imaging Ltd., in its $860 million sale to Covidien plc;
• Boeing Corporation, in its acquisition of Miro Technologies, a leading supplier of enterprise asset and supply chain management software and maintenance, repair and overhaul (MRO) services for government customers worldwide;
• NRG Energy, in its $1.7 billion merger with Gen On to create the largest competitive power generator in the United States;
• FX Alliance, in its $625 million merger with Thomson Reuters, creating a market leading foreign exchange platform provider;
• Corporate Executive Board, a leading advisory company, in its $660 million acquisition of SHL, a leader in talent measurement and management solutions;
• Danaher Corporation, in the sale of its Accu-Sort business to Datalogic, combining two prominent sellers of retail and industrial Auto ID equipment and its 2012 sale of its Kollmorgen Electro Opitcal (KEO) defense business to L3 Communications;
• Constellation Energy, in its $7.9 billion merger with Exelon to create the largest U.S. competitive power generator (with the nation’s largest nuclear fleet) and the second largest residential electricity and gas distribution company;
• Avis Budget Group, in FTC efforts relating to its proposed merger with Dollar Thrifty Automotive Group;
• A Wall Street investment firm, in an FTC investigation into HSR reporting compliance; 
• Clearwire Corporation, in matters relating to the proposed AT&T/ T-Mobile combination;
• Teva Pharmaceuticals / Barr Pharmaceuticals, in various FTC matters and investigations;
• A leading travel services company, in a multi-party joint venture to launch new worldwide digital business;
• Ted Forstmann/IMG Worldwide, in the acquisition of ISP, combining two significant competitors in college multi-media rights acquisitions and marketing; 
• TheMarkets.com, in its acquisition by Standard & Poor’s to create a much larger competitor in market data and analytics services;
• Ventyx Inc., in securing U.S. and international antitrust clearances for its sale to ABB Group;
• Danaher Corporation, in its $1.1 billion worldwide transactions with MDS Inc. and Life Technologies Corporation;
• Vestar/Birds Eye Foods, in its sale to Blackstone/Pinnacle Foods, enhancing Pinnacle’s leadership in iconic frozen food brands;
• Raytheon Company, in its acquisition of BBN Technologies;
• Cisco Systems, in monopolization counterclaims in intellectual property litigation against Rembrandt Technologies relating to DOCSIS-compliant cable modems (D. Delaware (2009));
• Colgate-Palmolive Company, in winning full dismissal in 2008 of a purported class action alleging that Colgate, Sara Lee, Henkel, and other consumer products companies fixed prices on well-known brands of oral, personal, and home care products (N.D.Ill. 2008);
• Metavante, in its $2.9 billion transaction with Fidelity National to create one of the country’s largest core processing and payment service providers to banks and financial institutions;
• NRG Energy, in rejecting Exelon’s $6 billion hostile takeover bid to create the country’s largest power company;
• Barr Pharmaceuticals, in its $7.5 billion merger with Teva Pharmaceuticals to create the world’s largest generic drug company;
• Constellation Energy, in its multi billion dollar proposed transactions with Mid-American (Berkshire Hathaway) and France’s EDF;
• Welsh Carson/Mobile Storage Group, in its sale to Mobile Mini to create the country’s largest provider of portable storage units;
• Apax Partners, in its $1.4 billion going-private acquisition of The TriZetto Group, Inc;
• Third Wave Technologies, in its sale to Hologic to create the leading supplier of medical tests for cervical cancer and other diseases;
• Barr Pharmaceuticals, in a federal antitrust litigation brought by the FTC, 35 states, and class action plaintiffs on agreements with Warner Chilcott relating to the oral contraceptive drug product Ovcon (D.D.C. 2006);
• Blue Ridge Paper Products, in its merger with its principal competitor, Evergreen Paper Products, creating a company with the dominant share of gable top (milk and juice) carton sales and related paperboard production in the United States;
• SC Johnson & Son in its $735 million acquisition of Bayer AG’s consumer insecticides and repellents businesses, combining the no. 1 and no. 2 brands worldwide and requiring substantive antitrust clearance efforts in more than 17 different countries;
• Community Healthcare Systems, (CHS) in its 2007, $6.8 billion acquisition of Triad to create the largest publicly-held hospital company in the United States;
• Barr Pharmaceuticals, in successfully closing an FTC investigation of a patent litigation settlement between Barr, a generics manufacturer, and the brand name drug maker relating to the drug product ProVigil/modafinil; the FTC sued the brand name drug company but not Barr;
• Briggs & Stratton, in a bundled rebate/exclusive dealing monopolization litigation with Kohler Company (W.D. Wisc. 2005). The case settled favorably for the client in 2006 after summary judgment briefing;
• Honeywell International, in a federal monopolization case brought by Ineos, a large customer (D. Del. 2006). The case settled favorably for client after extensive discovery;
• Dade Behring, in its $6 billion acquisition by Siemens AG that combined the two worldwide leaders in clinical diagnostic products and services;
• Barr Pharmaceuticals, in its complex $2.5 billion acquisition of Pliva, the largest company in Croatia. Barr faced an aggressive competing bidder (Actavis) in its tender offer to acquire Pliva, and there were a number of competitive overlaps between the two companies. Barr won the bidding effort, and after extensive discussions with the FTC, the FTC Commissioners cleared the deal unanimously with minimal divestitures. With the $2.5 billion acquisition of Pliva, Barr Pharmaceuticals became the third largest generic drug company in the world;
• Paxar Corp., in obtaining HSR clearance for its $1.34 billion acquisition by Avery Dennison to create the largest seller of apparel tags and labels in the U.S;
• Fluent, Inc., in its acquisition by Ansys to create the largest provider of computation fluid dynamics (CFD) software and services in the US;
• Constellation Energy, in its proposed $25 billion merger with Florida Power & Light that would have created the country’s largest energy firm; obtained HSR clearance without a Second Request;
• Infineon Technologies, in an antitrust counterclaim against Rambus for monopolizing the DRAM technology market, in Rambus, Inc. v. Infineon Tech. (E.D. Va. 2004); 
• Beech-Nut Nutrition Corp., in a predatory pricing litigation brought against Gerber baby foods; secured a Ninth Circuit victory and very favorable settlement. Beech-Nut Nutrition Corp. v. Gerber Products Co., 2003 WL 21317277 (9th Cir. 2003);
• Barr Laboratories, in its 2006 acquisition of Organon’s Mircette oral contraceptive, combining this brand and only available generic version of the product; 
• PayPal, in eBay’s $1.5 billion, 2002 merger with PayPal, combining the dominant on-line auction service with the largest competing on-line payment provider;
• Concord EFS, in First Data’s $7 billion acquisition of the client, combining two of the largest electronic payment processors in the country (U.S. v. First Data Corporation and Concord EFS, 2003 WL 23194271 (D.D.C. 2003));
• Terra Industries, in its purchase of Mississippi Chemical’s nitrogen fertilizer business, creating the largest seller of UAN fertilizer in the U.S;
• Milnot Holdings, in successfully opposing an FTC preliminary injunction action against “3 to 2” merger of baby food firms in five day evidentiary hearing, in FTC v. H.J. Heinz Co. and Milnot Holdings Corporation, 164 F.Supp.2d 659 (D.D.C.), reversed 246 F.3d 708 (D.C. Cir. 2001);
• Broder, in its acquisition (through Bain Capital) of Alpha, its largest competitor in imprintable apparel wholesaling, creating a company three times larger than the next largest player;
• Barr Pharmaceuticals, in its 2006 acquisition of Shire’s Adderall IRâ ADHD product, combining this brand and the highest-selling generic version of the product;
• Cambridge/SecurityLink, in ADT’s $1 billion acquisition of the client, combining the two largest U.S. providers of electronic security installation and related services to businesses and homes;
• Haarmann & Riemer (world’s largest citric acid manufacturer), in ADM-related criminal and civil price-fixing cases; successfully argued motion to dismiss world-wide citric acid price fixing class action. Galavan Supplements, Ltd. v. ADM, 1997 WL 732498 (N.D. Cal. 1997). Won motion to dismiss class action brought by indirect purchasers of citric acid on personal jurisdiction grounds. Holder v. Haarmann & Riemer Corp., No. 99CA0883 (D.C. Sup. Ct. 1989), aff’d 779 A2d 264, 2001-2 Trade Cases ¶ 73,471 (D.C. 2001);
• Office Depot, in five day preliminary injunction hearing in FTC v. Staples, Inc. and Office Depot, Inc., 970 F. Supp. 1066 (D.D.C. 1997);
• Anchor Foods, in McCain Foods’ $500 million acquisition of the client, combining the two largest producers of frozen appetizers to the foodservice/restaurant channel;
• Barr Laboratories, in its $500 million acquisition of Duramed Pharmaceuticals, combining two leaders in the generic oral contraceptives and hormone replacement therapies segments;
• Barr Pharmaceuticals, in its acquisition of Wyeth’s Aygestinâ product line, supplementing Barr’s woman’s hormone replacement therapy product line;
• Sara Lee, in its $2.8 billion tender offer for Earthgrains Company, combining two of the largest suppliers of fresh bagels to U.S. supermarkets;
• Allied Van Lines, in North American Van Lines’ $450 million acquisition of the client, creating the nation’s largest provider of long distance moving;
• Motorola, in its $11 billion acquisition of General Instrument, with overlaps in cable boxes and various broadband technologies;
• Sara Lee’s PYA Monarch food distribution business in Ahold’s $1.5 billion purchase of that business, combining two of the largest food distributors in the country;
• Norse Dairy Systems, in Interbake’s acquisition of the client, combining the only two significant manufacturers of ice cream cone equipment;
• S.C. Johnson & Son, in its $1.1 billion acquisition of the assets of DowBrands, including the Ziploc^®, Saran Wrap^®, and Fantastik^® brands, and limited divestitures to Reckitt & Colman;
• S.C. Johnson & Son, in its $1.2 billion acquisition of The Drackett Company, including the Windex^® and Vanish^® brands, and limited divestitures to The Dial Corp and Sara Lee Corporation;
• Hershey Foods, in its acquisition of Heath^®, Jolly Rancher^®., Whoppers^®, Milk Duds^®, and other major candy brands from Leaf;
• Kendro Laboratory Products, in its $320 million purchase by Revco Technologies, combining two leading manufacturers of laboratory and life science equipment;
• PiRod Holdings, in its $280 million purchase by Rohn Industries, its principal competitor in cellular and Radio/TV tower manufacturing;
• NL Industries, in its $900 million sale of its Baroid subsidiary to Dresser Industries, combining two of the world’s three largest oil field service companies;
• Sara Lee (Hanes brand), in its purchase of J.E. Morgan, its major thermal underwear competitor;
• Terra Industries, in its sale of a large agricultural distribution business to Cenex/Land’O Lakes, a significant competitor;
• Amoco Corporation, in its sale of its petroleum additives business to Ethyl Corporation, a significant competitor;
• Buckeye Cellulose, in its acquisition of its principal competitor, Alpha Cellulose;
• Rubatex, in its acquisition of the Ensolite Division of Uniroyal Technologies, combining the two leading major manufacturers of PVC foam rubber products;
• Miles Inc., in its 1990 sale of its Marschall dairy additives business to Rhone-Poulenc, a significant competitor;
• Weyerhaeuser, in its purchase of Diamond Hardwoods.