Bad news for BKS too.
Monday May 31, 11:48 pm Eastern Time
FTC Staff to oppose Barnes & Noble
buy of Ingram
By David Lawsky
WASHINGTON, May 31 (Reuters) - The staff of the Federal
Trade Commission will recommend to the full commission that it
reject bookseller Barnes & Noble Inc (NYSE:BKS - news).'s
$600-million bid to acquire book distributor Ingram Book Group, persons close to the case said on
Monday.
The FTC staff is already putting together a litigation team that would go into court to challenge the
vertical merger between New York-based Barnes and Noble and privately-held Ingram. The final
decision will be up to the four members of the commission.
Independent booksellers, many of whom purchase heavily from Ingram, have opposed the merger,
announced last November. Among the ideas discussed between Barnes & Noble and the FTC staff
to temper their concerns was the possibility of having Ingram assure stock on popular books to
independent booksellers, which the lawyers referred to as ''access.''
In addition, Ingram has extensive records about the purchases of independent bookstores. A second
idea was to create a ''firewall'' to create confidentiality for independent booksellers, so that Barnes
& Noble could not learn what they were doing.
But in the end the FTC staff decided to oppose the merger. A close observer of the commission
believed that the staff had a good chance of being successful in selling the idea to the commission.
''It would be a surprise if the commission doesn't go along with this,'' said the observer.
If the full commission accepts the staff's recommendation it would vote to halt the deal. Generally,
the FTC has sought court injunctions in cases where it believes mergers to be illegal.
In addition to arguing that the independent booksellers will be at a disadvantage from the proposed
merger, the FTC staff could also argue that Barnes & Noble's biggest rival -- Amazon.com
(Nasdaq:AMZN - news) -- faces unfair competition, a close observer of the FTC said.
Nonetheless, a vertical competition case is highly unusual and will pose a challenge in court. Earlier
this year the Justice Department successfully opposed the merger of Lockheed Martin and Northrop
Grumman in a vertical case, but that case had many other elements as well.
A spokeswoman for Barnes & Noble declined to comment on the staff recommendation.
''These are confidential proceedings and we're not going to comment on speculation,'' said Mary
Ellen Keating, a spokeswoman for the firm. ''We've worked closely (with the FTC) to answer
questions and provide information and these proceedings have remained confidential.''
A spokeswoman for the FTC had no comment.
Both the American Booksellers Association and the Author's Guild have been loud in their
opposition. In addition to affidavits to the government there has been a publicity campaign. Some
independent bookstore owners around the country, for example, have told their stories in local
newspaper articles, arguing that the public and the booksellers would lose if the deal went through. |
