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24714 Federal Register / Vol. 71, No.

80 / Wednesday, April 26, 2006 / Notices

Trans. No. Acquiring Acquired Entities

20060924 ......................... Pilot Group L.P .................................. Raycom Media, Inc ........................... Cosmos Broadcasting Corporation,
KTVO License Subsidiary LLC,
KTVO LLC, KXRM/KXTU License
Subsidiary, LLC, KXRM/KXTU,
LLC, LibCo, Inc., Raycom Hold-
ings LLC, Raycom TV Broad-
casting, Inc., WACH License Sub-
sidiary LLC, WACH LLC, WFXL Li-
cense Subsidiary, LLC, WFXL,
LLC, WLUC License Subsidiary,
LLC, WLUC, LLC, WNWO License
Subsidiary, LLC, WNWO, LLC,
WPBN/WTOM, LLC, WSTM Li-
cense Subsidiary, LLC, WSTM,
LLC.

FOR FURTHER INFORMATION CONTACT: Room 135–H, 600 Pennsylvania NW., Washington, DC 20580, (202) 326–
Sandra M. Peay, Contract Representative Avenue, NW., Washington, DC 20580. 3106.
or Renee Hallman, Contact Comments containing confidential SUPPLEMENTARY INFORMATION: Pursuant
Representative, Federal Trade material must be filed in paper form, to section 6(f) of the Federal Trade
Commission, Premerger Notification must be clearly labeled ‘‘Confidential,’’ Commission Act, 38 Stat. 721, 15 U.S.C.
Office, Bureau of Competition, Room H– and must comply with Commission 46(f), and § 2.34 of the Commission
303, Washington, DC 20580. (202) 326– Rule 4.9(c). 16 CFR 4.9(c) (2005).1 The Rules of Practice, 16 CFR 2.34, notice is
3100. FTC is requesting that any comment hereby given that the above-captioned
By Direction of the Commission. filed in paper form be sent by courier or consent agreement containing a consent
Donald S. Clark, overnight service, if possible, because order to cease and desist, having been
U.S. postal mail in the Washington area filed with and accepted, subject to final
Secretary.
and at the Commission is subject to approval, by the Commission, has been
[FR Doc. 06–3932 Filed 4–25–06; 8:45 am]
delay due to heightened security placed on the public record for a period
BILLING CODE 6750–01–M
precautions. Comments that do not of thirty (30) days. The following
contain any nonpublic information may Analysis to Aid Public Comment
instead be filed in electronic form as describes the terms of the consent
FEDERAL TRADE COMMISSION
part of or as an attachment to e-mail agreement, and the allegations in the
[File No. 061 0046] messages directed to the following e- complaint. An electronic copy of the
mail box: consentagreement@ftc.gov. full text of the consent agreement
Boston Scientific Corporation and The FTC Act and other laws the
Guidant Corporation; Analysis of package can be obtained from the FTC
Commission administers permit the Home Page (for April 20, 2006), on the
Agreement Containing Consent Order collection of public comments to
To Aid Public Comment World Wide Web, at http://www.ftc.gov/
consider and use in this proceeding as os/2006/04/index.htm. A paper copy
AGENCY: Federal Trade Commission. appropriate. All timely and responsive can be obtained from the FTC Public
ACTION: Proposed Consent Agreement. public comments, whether filed in Reference Room, Room 130–H, 600
paper or electronic form, will be Pennsylvania Avenue, NW.,
SUMMARY: The consent agreement in this considered by the Commission, and will Washington, DC 20580, either in person
matter settles alleged violations of be available to the public on the FTC or by calling (202) 326–2222.
federal law prohibiting unfair or Web site, to the extent practicable, at
Public comments are invited, and may
deceptive acts or practices or unfair http://www.ftc.gov. As a matter of
be filed with the Commission in either
methods of competition. The attached discretion, the FTC makes every effort to
paper or electronic form. All comments
Analysis to Aid Public Comment remove home contact information for
should be filed as prescribed in the
describes both the allegations in the individuals from the public comments it
ADDRESSES section above, and must be
draft complaint and the terms of the receives before placing those comments
received on or before the date specified
consent order—embodied in the consent on the FTC Web site. More information,
in the DATES section.
agreement—that would settle these including routine uses permitted by the
allegations. Privacy Act, may be found in the FTC’s Analysis of Agreement Containing
DATES: Comments must be received on privacy policy, at http://www.ftc.gov/ Consent Order To Aid Public Comment
or before May 18, 2006. ftc/privacy.htm.
The Federal Trade Commission
ADDRESSES: Interested parties are FOR FURTHER INFORMATION CONTACT: (‘‘Commission’’) has accepted, subject to
invited to submit written comments. Michael R. Moiseyev, Bureau of final approval, an Agreement
Comments should refer to ‘‘Boston Competition, 600 Pennsylvania Avenue, Containing Consent Order (‘‘Consent
Scientific and Guidant, File No. 061 1 The comment must be accompanied by an
Agreement’’) from Boston Scientific
0046,’’ to facilitate the organization of explicit request for confidential treatment,
Corporation (‘‘Boston Scientific’’). The
comments. A comment filed in paper including the factual and legal basis for the request, purpose of the proposed Consent
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form should include this reference both and must identify the specific portions of the Agreement is to remedy the
in the text and on the envelope, and comment to be withheld from the public record. anticompetitive effects that would
The request will be granted or denied by the
should be mailed or delivered to the Commission’s General Counsel, consistent with
otherwise result from Boston Scientific’s
following address: Federal Trade applicable law and the public interest. See acquisition of Guidant Corporation
Commission/Office of the Secretary, Commission Rule 4.9(c), 16 CFR 4.9(c). (‘‘Guidant’’). Under the terms of the

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Federal Register / Vol. 71, No. 80 / Wednesday, April 26, 2006 / Notices 24715

proposed Consent Agreement, Boston globally, with U.S. sales of $2.3 billion. J&J and Boston Scientific, have products
Scientific and Guidant are required: (a) Guidant’s DES program, PTCA balloon on the market. Guidant’s DES program
To divest all assets (including catheters, and coronary guidewires are is still in development, but it is
intellectual property) related to part of the vascular intervention anticipated to be one of at least three
Guidant’s vascular business to a third business unit, while its ICD products are entrants, along with Medtronic, Inc.
party, enabling that third party to make a part of the CRM business unit. (‘‘Medtronic’’) and Abbott Laboratories
and sell drug eluting stents (‘‘DESs’’) (‘‘Abbott’’), likely to enter the U.S.
Drug-Eluting Stents
with the Rapid Exchange (‘‘RX’’) market by the end of 2007 or early 2008.
delivery system; Percutaneous A DES is a medical device typically Guidant is the only anticipated entrant
Transluminal Coronary Angioplasty consisting of a thin, metallic stent with rights to the intellectual property
(‘‘PTCA’’) balloon catheters; and coated with an antiproliferative drug necessary to market a DES with an RX
coronary guidewires, and (b) to reform and a polymer, mounted on a delivery delivery system—the dominant delivery
Boston Scientific’s contractual rights system. Interventional cardiologists use system in the United States.
with Cameron Health, Inc. (‘‘Cameron’’) DESs to treat coronary artery disease, a Developing and receiving FDA
to limit Boston Scientific’s control over condition caused by the build-up of approval for a DES is difficult, time-
certain Cameron actions and the sharing plaque deposits within one or more consuming and expensive. It can take
of non-public information about coronary arteries, leading to reduced hundreds of millions of dollars of
Cameron’s Implantable Cardioverter blood flow. DESs work by propping research and development, significant
Defibrillator (‘‘ICD’’) product. open the clogged artery or arteries and funding for clinical trials, and an
The proposed Consent Agreement has eluting a drug, which helps prevent the extensive amount of time to reach even
been placed on the public record for renarrowing of the artery, called the stage of seeking FDA approval. The
thirty days to solicit comments from restenosis. DESs are the most effective regulatory process itself can also be
interested persons. Comments received minimally-invasive method for treating time-consuming because the FDA
during this period will become part of coronary artery disease, and other reviews the volumes of materials and
the public record. After thirty days, the products and procedures are not data a company submits in support of
Commission will again review the economic substitutes for DESs. its application for approval. Considering
proposed Consent Agreement and the DESs are sold mounted on a delivery all these factors, entry into the
comments received, and will decide system used to deploy the DES to the manufacture and sale of DESs is
whether it should withdraw the blocked area of the coronary artery. The impossible to achieve within two years.
proposed Consent Agreement or make it two most common types of delivery In addition to the regulatory barriers
final. systems in the United States are over- facing firms seeking to enter the DES
Pursuant to an Agreement and Plan of the-wire and Rapid Exchange (‘‘RX’’). market, there are substantial intellectual
Merger dated January 25, 2006, Boston Over-the-wire delivery systems employ property barriers an entrant must
Scientific proposes to acquire Guidant a long guidewire and require two overcome. Firms must invent around or
in exchange for cash and voting operators to implant the DES. In obtain licenses to patents covering
securities in a transaction valued at contrast, RX delivery systems employ a nearly every aspect of a DES, including
approximately $27 billion. The shorter guidewire that can be handled the design of stents, stent delivery
Commission’s complaint alleges that the by a single operator. RX delivery systems, and the drugs and polymers
proposed acquisition, if consummated, systems currently are strongly preferred used on DESs. Due to the difficulty of
would violate Section 7 of the Clayton by physicians in the United States and entry, firms must commit to entering the
Act, as amended, 15 U.S.C. 18, and continue to increase in popularity. market years in advance of any
Section 5 of the Federal Trade Boston Scientific and Guidant own the anticipated entry, and timely and
Commission Act, as amended, 15 U.S.C. intellectual property rights to the RX sufficient entry in response to a small
45, by removing an imminent delivery system in the United States. but significant price increase is
competitor from the U.S. market for The companies have cross-licensed each impossible.
DESs and by lessening competition in other, and Johnson & Johnson (‘‘J&J’’) The proposed acquisition would
the U.S. markets for PTCA balloon has access to the RX delivery system cause significant competitive harm in
catheters and coronary guidewires. The through an agreement with Guidant. the market for DESs by eliminating
proposed Consent Agreement would Both DESs currently on the market, Guidant as the only potential competitor
remedy the alleged violations by Boston Scientific’s Taxus and J&J’s to Boston Scientific and J&J with the
requiring a divestiture that will replace Cypher, are available on an RX ability to offer a DES on an RX delivery
the competition that otherwise would be delivery system. system. Guidant is the only potential
lost in these markets as a result of the The relevant geographic market in entrant with access to the RX patents
acquisition. which to analyze the effects of the and freedom to commercialize its DES
Boston Scientific is a worldwide proposed acquisition on the DES market product in the United States. Evidence
developer, manufacturer, and marketer is the United States. DESs are medical shows a third fully competitive firm—
of medical devices used in a broad range devices that are regulated by the United one with access to an RX delivery
of interventional medical specialties States Food and Drug Administration system—is likely to enhance
such as interventional cardiology, (‘‘FDA’’). Performing the necessary competition in the DES market. Unless
peripheral intervention, and vascular clinical testing and navigating the remedial action is taken, the acquisition
surgery. In 2005, Boston Scientific approval process for the FDA can be of Guidant by Boston Scientific would
reported worldwide sales of burdensome and time-consuming. As deprive customers of the benefits of a
approximately $6.3 billion, with U.S. such, DESs sold outside the United third fully competitive entrant in the
sales of $3.8 billion. States but not approved for sale in the U.S. DES market.
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Guidant manufactures products in United States do not provide viable As a third RX competitor in the DES
three broad business units: cardiac competitive alternatives for U.S. market, Guidant likely would increase
rhythm management (‘‘CRM’’), vascular consumers. competition and reduce prices for DESs.
intervention, and cardiac surgery. In The U.S. market for DESs is highly Market participants expect that the
2005, Guidant’s sales were $3.6 billion concentrated; currently only two firms, launch of Guidant’s DES product would

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24716 Federal Register / Vol. 71, No. 80 / Wednesday, April 26, 2006 / Notices

increase substantially competition in a 21 percent market share, and J&J and Guidant’s vascular business includes,
the market. Customers and analysts Medtronic combined account for the among other things, its DES
predict that Guidant’s product would remaining 10 percent of the market. development program (including the RX
take substantial market share from both Guidant is the market leader in the delivery system patents) and its PTCA
J&J’s and Boston Scientific’s products coronary guidewire market with a 46 balloon catheter and coronary guidewire
upon its launch. Customers—both percent share of the market, while products. The parties have selected
interventional cardiologists and hospital Boston Scientific has a market share of Abbott as the up-front buyer for the
purchasing agents—and competitors 39 percent. J&J, Medtronic, and Abbott divestiture package. Abbott is a well-
also agree that a third fully competitive account for the remaining 15 percent of known and respected pharmaceutical
entrant would significantly reduce the the market. and diagnostics company that has a
price of DES products and be likely to Entry into the U.S. markets for PTCA number of vascular devices on the
give them the full benefit of competition balloon catheters and coronary market already or in development. It has
in the DES market. This view is guidewires is difficult, time-consuming, experience with both drugs and vascular
reinforced by evidence showing that and expensive. FDA approval, which devices, a highly regarded DES design,
competition between Boston Scientific can take several years to obtain, is a strong and growing vascular sales
and J&J already has reduced prices for required to market both products in the force, and the necessary manufacturing
DESs. United States. In addition, intellectual capabilities. As such, Abbott is well-
Although two other firms, Abbott and property barriers relating to the design positioned to replicate Guidant’s
Medtronic, are poised to enter the of these products exist, and a new competitiveness in the DES market with
market in the same approximate time entrant would need to successfully the acquisition of the RX intellectual
frame as Guidant, their lack of access to navigate through these barriers to enter property, and in the PTCA balloon
the RX delivery system makes it the PTCA balloon catheter or coronary catheter and coronary guidewire
unlikely that either company could be a guidewire market. New entry in these markets with the addition of Guidant’s
substantial competitive constraint on small markets is also unlikely because product lines in those areas.
prices in the DES market in the near of the large sales and marketing force Boston Scientific’s agreement with
term. The proposed acquisition necessary to detail these products to Abbott provides Boston Scientific with
therefore decreases the number of physicians compared to the limited size a license to the Guidant DES program,
potential DES suppliers with access to of the likely sales opportunity. and Abbott and Boston Scientific will
the RX delivery system from three to The proposed acquisition is likely to therefore share the Guidant DES
two until at least late 2008, when cause competitive harm in the markets program. In addition, Abbott has its own
Guidant’s key patents relating to the RX for PTCA balloon catheters and DES product in development upon
delivery system begin to expire. coronary guidewires by eliminating which it will be able to use the RX
competition between Boston Scientific delivery system patents. Abbott is
PTCA Balloon Catheters and Coronary and Guidant and reducing the number poised to become a strong competitor in
Guidewires of significant competitors in the market. the DES market when it enters in the
PTCA balloon catheters and coronary The evidence has also shown that second half of 2007 or early 2008,
guidewires are also devices used in Boston Scientific’s and Guidant’s approximately the same time as
interventional cardiology procedures, products are likely each others’ closest Guidant’s anticipated date of entry.
including DES placement. A PTCA competitors in the PTCA balloon Access to the RX delivery system will
balloon catheter is a long, thin flexible catheter and coronary guidewire allow Abbott to replace Guidant as the
tube (the catheter) with a small markets. For example, numerous third independent competitor in the
inflatable balloon at its tip. During an industry participants consider Boston DES market with an RX delivery system.
angioplasty procedure, it is inserted into Scientific and Guidant to be the closest Because Abbott’s DES (after acquiring
a blocked coronary artery and inflated to competitors in these markets, a view the RX intellectual property in the
widen the artery and improve blood confirmed by the parties’ own divestiture) will resolve the competitive
flow. The PTCA balloon catheter is documents. Moreover, customers concerns associated with the
delivered to the lesion site over a uniformly consider Boston Scientific elimination of the third RX DES, the
coronary guidewire, an extremely thin and Guidant to be their first and second proposed sharing of the Guidant
wire with a flexible tip. choices for PTCA balloon catheters and program between Abbott and Boston
As with DESs, the relevant geographic coronary guidewires. The proposed Scientific is competitively neutral.
market in which to analyze the effects acquisition therefore likely would The Consent Agreement contains a
of the proposed acquisition on the enable the combined Boston Scientific/ number of provisions to help ensure
PTCA balloon catheter and coronary Guidant to raise prices for PTCA balloon that the divestiture to Abbott is
guidewire markets is the United States. catheters and coronary guidewires successful. First, in purchasing all of
Both are medical devices regulated by unilaterally. Guidant’s vascular business, Abbott will
the FDA. PTCA balloon catheters and obtain four existing manufacturing
coronary guidewires sold outside the The Consent Agreement facilities and one currently under
United States but not approved for sale The proposed Consent Agreement construction. Although certain Guidant
in the United States do not provide effectively remedies the proposed vascular products are manufactured in
viable competitive alternatives for U.S. acquisition’s anticompetitive effects in facilities that are not being transferred,
consumers. the markets for DESs, PTCA balloon the space dedicated to the Guidant
Boston Scientific and Guidant are the catheters, and coronary guidewires. vascular products in those facilities is
only suppliers in the PTCA balloon Pursuant to the proposed Consent physically separate, and the
catheter and coronary guidewire Agreement, the combined Boston manufacturing of those products will be
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markets with substantial sales in the Scientific/Guidant is required to divest transferred to Abbott-owned facilities in
United States. In the PTCA balloon Guidant’s entire vascular business, at no a timely fashion. To minimize the
catheter market, Boston Scientific is the minimum price, to an up-front buyer possibility of supply disruptions and to
market leader with a market share of before Boston Scientific’s acquisition of prevent information exchanges between
approximately 69 percent. Guidant has Guidant. Abbott and Boston Scientific during the

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Federal Register / Vol. 71, No. 80 / Wednesday, April 26, 2006 / Notices 24717

transition period, the Consent receive information from and exercise required to file periodic reports with the
Agreement requires Abbott and Boston control over Cameron—a potentially Commission to ensure that the
Scientific to enter into interim significant future competitor. Commission remains informed about
transitional service and confidentiality To alleviate these competitive the status of the divestitures, about the
agreements. concerns, the proposed Consent efforts being made to accomplish the
Finally, Abbott has taken a small Agreement imposes limits on Boston divestitures, and the provision of
equity position (under 5 percent) in Scientific’s access to Cameron services and assistance during the
Boston Scientific as part of the financing information and on Boston Scientific’s transition period for the divestiture.
of Boston Scientific’s acquisition of ability to exercise any control over Finally, the proposed Consent
Guidant. To limit any long-term Cameron. First, a firewall will be Agreement contains provisions that
entanglements between the parties, the established that will limit the allow the Commission to appoint a
proposed Consent Agreement requires circumstances under which Boston
divestiture trustee if any or all of the
Abbott to relinquish its voting rights (by Scientific will receive Cameron
above remedies are not accomplished
voting its shares in the same proportion information, as well as the individuals
within the time frames established by
as all other shareholders in shareholder at Boston Scientific who may receive
the Consent Agreement. The divestiture
votes) and to divest its equity stake in such information. Second, with respect
trustee may be appointed to accomplish
Boston Scientific within thirty months to the control provisions, Boston
any and all of the remedies required by
of closing. Scientific will relinquish its right to
the proposed Consent Agreement that
exercise those provisions unilaterally.
Implantable Cardioverter Defibrillators have not yet been fulfilled upon
Pursuant to the proposed consent order,
ICDs are small electronic devices expiration of the time period allotted for
a proxy will be appointed who will
installed inside the chest to prevent independently determine whether each one.
sudden death from cardiac arrest due to Boston Scientific may exercise its The purpose of this analysis is to
abnormal heart rhythms. They are contractual control rights. The purpose facilitate public comment on the
designed to counteract fibrillation of the of the proxy is to ensure that Boston proposed Consent Agreement, and it is
heart muscle and restore normal heart Scientific makes decisions with respect not intended to constitute an official
rhythms by applying a brief electric to the control provisions in the same interpretation of the proposed Decision
shock. Three firms—Medtronic, manner as it would have absent the and Order or to modify its terms in any
Guidant, and St. Jude Medical—account Guidant transaction. In making that way.
for more than 98 percent of the $1.8 determination, the proxy will act as an By direction of the Commission, with
billion in annual sales in the U.S. ICD ordinary, prudent corporation of the Commissioner Harbour recused.
market, and have been the only scope of Boston Scientific (prior to the Donald S. Clark,
competitively significant providers of acquisition of the Guidant CRM Secretary.
ICDs in the United States for over ten business).
years. Although Boston Scientific does [FR Doc. E6–6226 Filed 4–25–06; 8:45 am]
Finally, with respect to the ten to
not currently sell and is not developing BILLING CODE 6750–01–P
fifteen percent equity stake held by
any ICD products, it owns a ten to Boston Scientific in Cameron, Boston
fifteen percent equity stake in a CRM Scientific has agreed to provisions
start-up known as Cameron Healthcare similar to those governing Abbott’s
Inc. More importantly, it has an option equity investment in Boston Scientific, DEPARTMENT OF HEALTH AND
to acquire Cameron that provides namely that it will vote its shares in the HUMAN SERVICES
certain information sharing and control same proportion as all other Office of the National Coordinator;
rights prior to the exercise of the option. shareholders in any shareholder vote. American Health Information
Cameron is developing a novel, Furthermore, Boston Scientific will Community Chronic Care Workgroup
‘‘leadless’’ subcutaneous ICD that is on divest its equity investment in Cameron Meeting
track to receive FDA approval in within eighteen months if it does not
approximately two to three years. acquire control of Cameron prior to the
As in the DES, PTCA balloon catheter, ACTION: Announcement of meeting.
expiration of its option or if it is
and coronary guidewire markets, enjoined from acquiring Cameron.
additional entry into the U.S. market for SUMMARY: This notice announces the
To ensure that the Commission will
ICDs is difficult, time-consuming, and fifth meeting of the American Health
have an opportunity to review any
expensive. FDA approval is required to Information Community Chronic Care
attempt by Boston Scientific to exercise
market ICDs in the United States and a Workgroup in accordance with the
its option to acquire Cameron, the
new entrant would need to navigate Federal Advisory Committee Act (Pub.
proposed Consent Order contains a
around the substantial intellectual L. 92–463, 5 U.S.C., App.).
prior notice provision committing
property barriers that exist in order to Boston Scientific to an H–S–R DATES: May 3, 2006 from 1 p.m. to 5
make a significant market impact. framework even if the transaction p.m.
Boston Scientific’s option to acquire otherwise would be non-reportable.
Cameron provides Boston Scientific ADDRESSES: Mary C. Switzer Building
with access to non-public information Appointment of an Interim Monitor and (330 C Street, SW., Washington, DC
about Cameron and control over certain a Divestiture Trustee 20201), Conference Room 4090.
actions of Cameron that were originally The proposed Consent Agreement FOR FURTHER INFORMATION CONTACT:
intended to protect Boston Scientific’s contains a provision that allows the http://www.hhs.gov/healthit/ahic/
investment. After Boston Scientific is Commission to appoint an interim cc_main.html.
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combined with Guidant, those monitor to oversee Boston Scientific’s


previously unobjectionable provisions compliance with all of its obligations SUPPLEMENTARY INFORMATION: The
may adversely affect competition in the and performance of its responsibilities meeting will be available via Web cast
ICD market because they allow the pursuant to the Commission’s Decision at http://www.eventcenterlive.com/
combined Boston Scientific/Guidant to and Order. The interim monitor is cfmx/ec/login/login1.cfm?BID=67.

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