UNITED STATES OF AMERICA

BEFORE THE FEDERAL TRADE COMMISSION

In the Matter of

MAGNESIUM ELEKTRON NORTH AMERICA, INC. 

a corporation.

 File No. 091-0094

AGREEMENT CONTAINING CONSENT ORDERS

The Federal Trade Commission (“Commission”), having initiated an investigation of the

acquisition by Magnesium Elektron North America, Inc. (“Magnesium Elektron”), hereinafter

“Proposed Respondent,” of the assets of Revere Graphics Worldwide, Inc. (“Revere”), and it

now appearing that Proposed Respondent is willing to enter into this Agreement Containing

Consent Order (“Consent Agreement”) to divest certain assets and providing for other relief:

IT IS HEREBY AGREED by and between Proposed Respondent, by its duly authorized

officers and attorneys, and counsel for the Commission that:

1. Proposed Respondent Magnesium Elektron North America, Inc. is a corporation organized,

existing and doing business under and by virtue of the laws of State of Delaware, with its

headquarters address located at 1001 College Street, Madison, Illinois 62060. Luxfer

Holdings PLC (the ultimate parent entity of Magnesium Elektron, North America, Inc.) has

its headquarters address at Anchorage Gateway, 5 Anchorage Quay, Salford, M50 3XE,

England. Magnesium Elektron Ltd., a division of Luxfer Holdings PLC, has its mailing

address as P.O. Box 23, Swinton, Manchester, M27 8DD. 

2. Revere Graphics Worldwide, Inc., as of the date of the above-described acquisition, was a

United States corporation with its headquarters address located at 5 Boundary Street,

Plymouth, Massachusetts 02366.

3. Proposed Respondent admits all the jurisdictional facts set forth in the draft of Complaint

here attached.

4. Proposed Respondent waives:

a. any further procedural steps;

b. the requirement that the Commission’s Decision and Order, which is attached hereto and

made a part hereof, contain a statement of findings of fact and conclusions of law;
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c. all rights to seek judicial review or otherwise challenge or contest the validity of the

Decision and Order entered pursuant to this Consent Agreement; and

d. any claim under the Equal Access to Justice Act.

5. The Commission may issue its Complaint in this matter at any time after it accepts the

Consent Agreement for public comment.

6. Not later than thirty (30) days after the date this Consent Agreement is signed by the

Proposed Respondent, the Proposed Respondent shall submit an initial report, pursuant to

Section 2.33 of the Commission’s Rules, 16 C.F.R. § 2.33. The Proposed Respondent shall

also submit subsequent reports every thirty (30) days thereafter until the Decision and Order

becomes final, at which time the reporting obligations contained in the Decision and Order

(other than the requirement to submit an initial report pursuant to this Consent Agreement)

shall control. Such reports shall be verified by the Proposed Respondent and set forth in

detail the manner in which that Proposed Respondent has complied and will comply with

the Decision and Order. Such reports will not become part of the public record unless and

until the Consent Agreement and Decision and Order are accepted by the Commission for

public comment.

7. In each report described in Paragraph 6, the Proposed Respondent shall provide sufficient

information and documentation to enable the Commission to determine independently

whether the Proposed Respondent is in compliance with this Consent Agreement and the

Decision and Order. All reports shall be verified by a notarized signature or sworn

statement of an employee of the Proposed Respondent specifically authorized to perform

this function, or self verified in the manner set forth in 28 U.S.C. §1746. Section 2.41(a) of

the Commission’s Rules of Practice requires that an original and two (2) copies of all

compliance reports be filed with the Commission. The Proposed Respondent shall file an

original report and one (1) copy with the Secretary of the Commission, and shall send at

least one (1) copy directly to the Bureau of Competition’s Compliance Division. 

8. This Consent Agreement shall not become part of the public record of the proceeding unless

and until it is accepted by the Commission. If this Consent Agreement is accepted by the

Commission, it, together with the draft of Complaint contemplated thereby, will be placed

on the public record for a period of thirty (30) days and information in respect thereto

publicly released. The Commission thereafter may either withdraw its acceptance of this

Consent Agreement and so notify Proposed Respondent, in which event it will take such

action as it may consider appropriate, or issue or amend its Complaint (in such form as the

circumstances may require) and issue its Decision and Order, in disposition of the

proceeding.

9. This Consent Agreement is for settlement purposes only and does not constitute an

admission by Proposed Respondent that the law has been violated as alleged in the draft of

Complaint here attached, or that the facts as alleged in the draft Complaint, other than

jurisdictional facts, are true.
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10. This Consent Agreement contemplates that, if it is accepted by the Commission, the

Commission may (a) issue and serve its Complaint corresponding in form and substance

with the draft of Complaint here attached, and (b) make information public with respect

thereto. If such acceptance is not subsequently withdrawn by the Commission pursuant to

the provisions of Commission Rule 2.34, 16 C.F.R. § 2.34, the Commission may, without

further notice to Proposed Respondent, issue the attached Decision and Order containing an

order to divest and providing for other relief in disposition of the proceeding.

11. When final, the Decision and Order shall have the same force and effect and may be altered,

modified or set aside in the same manner and within the same time provided by statute for

other orders. The Decision and Order shall become final upon service. Delivery of the

Complaint and the Decision and Order to Proposed Respondent by any means provided in

Commission Rule 4.4(a), 16 C.F.R. § 4.4(a) – including, but not limited to, delivery to an

office within the United States of Peter Guryan, Esq.; of Fried, Frank, Harris, Shriver &

Jacobson LLP; or of any other lawyer or law firm listed as Counsel for Magnesium Elektron

North America Inc. on this Consent Agreement – shall constitute service as to Proposed

Respondent. The Proposed Respondent waives any right it may have to any other manner of

service. The Proposed Respondent also waives any right it may otherwise have to service of

any Appendices incorporated by reference into the Decision and Order, and agrees that it is

bound to comply with and will comply with the Decision and Order to the same extent as if

it had been served with copies of the Appendices, where Proposed Respondent is already in

possession of copies of such Appendices. 

12. The Complaint may be used in construing the terms of the Decision and Order, and no

agreement, understanding, representation, or interpretation not contained in the Decision

and Order or the Consent Agreement may be used to limit or contradict the terms of the

Decision and Order. 

13. By signing this Consent Agreement, Proposed Respondent represents and warrants that it

can accomplish the full relief contemplated by the attached Decision and Order (including

effectuating all required divestitures, assignments, and transfers) and that all parents,

subsidiaries, affiliates, and successors necessary to effectuate the full relief contemplated by

this Consent Agreement are: (i) within the control of the parties to this Consent Agreement,

or (ii) will be in the control of the parties to this Consent Agreement after the proposed

acquisition.

14. By signing this Consent Agreement, Proposed Respondent represents and warrants that each

Remedial Agreement (as defined in the Decision and Order) that has been submitted to the

Commission at the time of this Consent Agreement for approval by the Commission in

connection with the Commission’s determination to make the Decision and Order final

comports with all of the relevant requirements of the Decision and Order and requires

Proposed Respondent to divest all assets required to be divested pursuant to the relevant

requirements of the Decision and Order.
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15. The Proposed Respondent agrees that it shall interpret each Remedial Agreement in a

manner that is fully consistent with all of the relevant provisions and remedial purposes of

the Decision and Order.

16. The Proposed Respondent has read the draft of Complaint and the Decision and Order

contemplated hereby. The Proposed Respondent understands that once the Decision and

Order has been issued, it will be required to file one or more compliance reports showing

that it has fully complied with the Decision and Order.

17. The Proposed Respondent agrees to comply with the terms of the proposed Decision and

Order from the date it signs this Consent Agreement. The Proposed Respondent further

understands that it may be liable for civil penalties in the amount provided by law for each

violation of the Decision and Order after it becomes final.
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MAGNESIUM ELEKTRON NORTH

AMERICA, INC.

By: 

Chris Barnes

President

Magnesium Elektron North America Inc.

Date: 

LUXFER HOLDINGS PLC

By: ________________________________

Brian Purves

Chief Executive Officer

Luxfer Holdings Plc.

________________________________

Peter Guryan, Esq.

Fried, Frank, Harris, Shriver & Jacobson LLP

Counsel for 

Magnesium Elektron North America Inc. and

Luxfer Holdings Plc

FEDERAL TRADE COMMISSION

By: 

Sebastian Lorigo

Attorney

Bureau of Competition

APPROVED:

By: ____________________________

Catharine Moscatelli

Assistant Director

Bureau of Competition

 

Brendan McNamara

Deputy Assistant Director

 

Richard A. Feinstein

Director

Bureau of Competition

Date: 

 

Norman Armstrong

Deputy Director

Bureau of Competition

Date: