091 0094

UNITED STATES OF AMERICA

BEFORE THE FEDERAL TRADE COMMISSION

COMMISSIONERS: Jon Leibowitz, Chairman

J. Thomas Rosch

Edith Ramirez

Julie Brill

Maureen K. Ohlhausen

 

)

In the Matter of )

)

MAGNESIUM ELEKTRON NORTH AMERICA, INC. ) Docket No. 

a corporation; )

 )

DECISION AND ORDER

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

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

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

having been furnished thereafter with a copy of a draft of Complaint that the Bureau of

Competition proposed to present to the Commission for its consideration and that, if issued by

the Commission, would charge Respondent with violations of Section 7 of the Clayton Act, as

amended, 15 U.S.C. § 18, and Section 5 of the Federal Trade Commission Act, as amended, 15

U.S.C. § 45; and 

Respondent, its attorneys, and counsel for the Commission having thereafter executed an

Agreement Containing Consent Order (“Consent Agreement”), containing an admission by

Respondent of all the jurisdictional facts set forth in the aforesaid draft of Complaint, a statement

that the signing of said Consent Agreement is for settlement purposes only and does not

constitute an admission by Respondent that the law has been violated as alleged in such

Complaint, or that the facts as alleged in such Complaint, other than jurisdictional facts, are true,

and waivers and other provisions as required by the Commission’s Rules; and

The Commission having thereafter considered the matter and having determined that it

had reason to believe that Respondent has violated the said Acts, and that a Complaint should

issue stating its charges in that respect, and having thereupon issued its Complaint and having

accepted the executed Consent Agreement and placed such Consent Agreement on the public

record for a period of thirty (30) days for the receipt and consideration of public comments, now

in further conformity with the procedure described in Commission Rule 2.34, 16 C.F.R. § 2.34,
2

the Commission hereby makes the following jurisdictional findings and issues the following

Decision and Order (“Order”):

1. 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. The Commission has jurisdiction of the subject matter of this proceeding and of

Respondent, and the proceeding is in the public interest.

ORDER

I.

IT IS ORDERED that, as used in the Order, the following definitions shall apply:

A. “Magnesium Elektron” or “Respondent” means Magnesium Elektron North America, Inc. ,

its directors, officers, employees, agents, representatives, successors, and assigns; and its

joint ventures, subsidiaries, divisions, groups and affiliates in each case controlled by

Magnesium Elektron, and the respective directors, officers, employees, agents,

representatives, successors, and assigns of each. The term “Magnesium Elektron” also

includes Luxfer Holdings PLC (the ultimate parent entity of Magnesium Elektron North

America, Inc., Inc.), its directors, officers, employees, agents, representatives, successors,

and assigns; and their joint ventures, subsidiaries, divisions, groups and affiliates in each

case controlled by Luxfer Holdings PLC, (including, without limitation, Magnesium

Elektron Ltd. and the assets of Revere Graphics Worldwide, Inc. acquired pursuant to the

Acquisition). 

B. “Commission” means the Federal Trade Commission.

C. “Acquirer” means the following: 

1. a Person specified by name in this Order to acquire particular assets or rights that

Respondent is required to assign, grant, license, divest, transfer, deliver, or otherwise

convey pursuant to this Order and that has been approved by the Commission to
3

accomplish the requirements of this Order in connection with the Commission’s

determination to make this Order final and effective; or 

2. a Person approved by the Commission to acquire particular assets or rights that

Respondent is required to assign, grant, license, divest, transfer, deliver, or otherwise

convey pursuant to this Order.

D. “Acquisition” means Respondent’s acquisition of the assets of Revere Graphics Worldwide,

Inc. 

E. “Acquisition Date” means September 6, 2007, the date Respondent consummated the

Acquisition.

F. “Agency(ies)” means any government regulatory authority or authorities in the world

responsible for granting approval(s), specifications(s), clearance(s), qualification(s),

license(s), or permit(s) for any aspect of the research, Development, manufacture,

marketing, distribution, or sale of a Revere Photoengraving Product. 

G. “Closing Date” means the date on which Respondent(s) (or a Divestiture Trustee)

consummates a transaction to assign, grant, license, divest, transfer, deliver, or otherwise

convey the Revere Photoengraving Product Assets and grants the Revere Photoengraving

Product License to an Acquirer pursuant to this Order.

H. “Confidential Business Information” means all information owned by, or in the possession

or control of, Respondent acquired from Revere that is not in the public domain and that is

directly related to the research, Development, manufacture, marketing, commercialization,

importation, exportation, cost, supply, sales, sales support, or use of the Revere

Photoengraving Product(s). The term “Confidential Business Information” excludes (i)

information that is protected by the attorney work product, attorney-client, joint defense or

other privilege prepared in connection with the Acquisition and relating to any United

States, state, or foreign antitrust or competition Laws and (ii) information relating to

Respondent’s general business strategies or practices relating to research, Development,

manufacture, marketing or sales of products that does not discuss with particularity the

Revere Photoengraving Product(s).

I. “Contract Manufacture” means:

1. to manufacture, or to cause to be manufactured, a Contract Manufacture Product on

behalf of an Acquirer; and/or

2. to provide, or to cause to be provided, any part of the manufacturing process of a

Contract Manufacture Product on behalf of an Acquirer.

J. “Contract Manufacture Product(s)” means Revere Photoengraving Products or equivalent

photoresist magnesium photoengraving products, including finished and unfinished
4

products; provided, however, in each instance where: (1) an agreement to divest relevant

assets is specifically referenced and attached to this Order, and (2) such agreement becomes

a Remedial Agreement for a Revere Photoengraving Product, “Contract Manufacture

Product(s)” means:

1. the finished magnesium photoengraving products listed in the MENA Products Supply

Agreement; and

2. the uncoated semi-finished magnesium photoengraving products listed in the MENA

Products Supply Agreement. 

K. “Development” means all research and development activities, including, without

limitation, the following: test method development; formulation, including without

limitation, customized formulation for a particular customer(s); mechanical properties

testing; performance testing; safety testing; composition measurements; process

development; manufacturing scale-up; development-stage manufacturing; quality

assurance/quality control development; statistical analysis and report writing; and

conducting experiments and other activities for the purpose of obtaining or achieving any

and all Product Approvals and Specifications. “Develop” means to engage in Development.

L. “Direct Cost” means a cost not to exceed the cost of labor, material, travel and other

expenditures to the extent the costs are directly incurred to provide the relevant assistance or

service. The term “Direct Cost” excludes any allocation or absorption of excess or idle

capacity. “Direct Cost” to the Acquirer for its use of any of Respondent’s employees’ labor

shall not exceed the average hourly wage rate for such employee; provided, however, in

each instance where: (1) an agreement to divest relevant assets is specifically referenced

and attached to this Order, and (2) such agreement becomes a Remedial Agreement for a

Revere Photoengraving Product, “Direct Cost” means such cost as is provided in such

Remedial Agreement for that Revere Photoengraving Product.

M. “Divestiture Trustee” means the trustee appointed by the Commission pursuant to the

relevant provisions of this Order.

N. “Employee Information” means a complete and accurate list containing the following, for

each Revere Photoengraving Product Employee (as and to the extent permitted by the Law):

1. the name of each former employee of Revere;

2. with respect to each such employee, the following information:

a. the last job title or position held;

b. the facility where the employee was last employed; and
5

c. employment status (i.e., active, no longer employed, or on leave or disability; fulltime or part-time) with Respondent.

O. “Government Entity” means any Federal, state, local or non-U.S. government, or any court,

legislature, government agency, or government commission, or any judicial or regulatory

authority of any government.

P. “High Volume Account(s)” means any customer of Respondent or Revere within the United

States whose annual gross purchase amounts (on a company-wide level), in units or in

dollars, of magnesium photoengraving products from Respondent or Revere was among the

top twenty (20) highest of such purchase amounts during the period from January 1, 2008

through the Closing Date. 

Q. “Interim Monitor” means any monitor appointed pursuant to Paragraph III of this Order.

R. “Law” means all laws, statutes, rules, regulations, ordinances, and other pronouncements by

any Government Entity having the effect of law.

S. “Manufacturing Technology” means all technology, trade secrets, know-how, and

proprietary information (whether patented, patentable or otherwise) acquired by Respondent

pursuant to the Acquisition to manufacture each Revere Photoengraving Product, including,

but not limited to, the following: 

1. product specifications, including without limitation, the exact combination and

proportion of metals, other agents, reactive diluents and other components that achieves

a particular set of application and end-use characteristics necessary for photoengraving;

2. processes, including without limitation, hot reversing mill rolling, warm mill rolling,

shearing to weight flatten, weight flattening, back coat painting, grinding, final shearing

after grinding, pretreatment, photoresist coating and protective film applications;

3. processing equipment specifications;

4. standard operating procedures; 

5. product designs and design protocols; 

6. plans, ideas, and concepts;

7. operating manuals for photoresist magnesium coated magnesium photoengraving

machines acquired by Respondent pursuant to the Acquisition;

8. specifications for purchasing magnesium slabs suitable for use in the Revere

Photoengraving Products;
6

9. safety procedures for handling of materials and substances;

10. flow diagrams;

11. quality assurance and control procedures, including, without limitation, goods inwards

testing and polyethylene release testing; 

12. research records; 

13. annual product reviews;

14. manuals and technical information provided to employees, customers, suppliers, agents

or licensees including, without limitation, manufacturing, equipment, and engineering

manuals and drawings;

15. audits of manufacturing methods for Revere Photoengraving Products conducted by all

of the following:

a. applicable United States’ Agencies;

b. non-governmental Persons that provide audits and certifications of management

systems and/or manufacturing processes and product assessments and certifications

related to the use of metals or metal alloys for applications in particular industries,

including the engraving industry (e.g., International Organization for

Standardization); and

c. direct purchasers of Revere Photoengraving Products that use the Revere

Photoengraving Products to manufacture products. 

16. control history; 

17. labeling;

18. supplier lists;

19. chemical descriptions and specifications of, all raw materials inputs, components, and

ingredients related to the Revere Photoengraving Products; and 

20. all other information related to the manufacturing process.

T. “Order Date” means the date on which this Decision and Order becomes final and effective. 

U. “Patents” means all patents, patent applications, including provisional patent applications,

invention disclosures, certificates of invention and applications for certificates of invention

and statutory invention registrations, in each case existing as of the Closing Date (except
7

where this Order specifies a different time), and includes all reissues, additions, divisions,

continuations, continuations-in-part, supplementary protection certificates, extensions and

reexaminations thereof, all inventions disclosed therein, and all rights therein provided by

international treaties and conventions, related to any product of or owned by Respondent as

of the Closing Date (except where this Order specifies a different time).

V. “Person” means any individual, partnership, joint venture, firm, corporation, association,

trust, unincorporated organization, or other business or Government Entity, and any

subsidiaries, divisions, groups or affiliates thereof.

W. “Product Approval(s) and Specification(s)” means the approvals, specifications,

certifications, registrations, permits, licenses, consents, authorizations, and other approvals,

and pending applications and requests therefor, related to the research, Development,

manufacture, distribution, finishing, packaging, marketing, sale, storage or transport of the

Revere Photoengraving Products that have been adopted or required as of the Closing Date

by the following:

1. applicable U.S. Agencies;

2. non-governmental Persons that provide audits and certifications of management systems

and/or manufacturing processes and product assessments and certifications related to the

use of metals or metal alloys for applications in particular industries, including the

engraving industry (e.g., International Organization for Standardization), and

3. direct purchasers of Revere Photoengraving Products that use the Revere

Photoengraving Products to manufacture products.

X. “Product Assumed Contracts” means all of the following contracts or agreements (copies of

each such contract to be provided to the Acquirer on or before the Closing Date and

segregated in a manner that clearly identifies the purpose(s) of each such contract):

1. that make specific reference to any Revere Photoengraving Product and pursuant to

which any Third Party purchases, or has the option to purchase, any Revere

Photoengraving Product from Respondent;

2. pursuant to which Respondent purchases raw materials, inputs, components, or other

necessary ingredient(s) or had planned to purchase the raw materials(s), inputs,

components or other necessary ingredient(s) from any Third Party for use in connection

with the manufacture of any Revere Photoengraving Product;

3. relating to any experiments, audits, or scientific studies involving any Revere

Photoengraving Product;

4. with universities or other research institutions for the use of any Revere Photoengraving

Product in scientific research;
8

5. relating to the particularized marketing of any Revere Photoengraving Product or

educational matters relating solely to any Revere Photoengraving Product;

6. pursuant to which a Third Party provides the Manufacturing Technology related to any

Revere Photoengraving Product to Respondent;

7. pursuant to which a Third Party is licensed by Respondent to use the Manufacturing

Technology;

8. constituting confidentiality agreements involving any Revere Photoengraving Product;

9. involving any royalty, licensing, or similar arrangement involving any Revere

Photoengraving Product;

10. pursuant to which a Third Party provides any specialized services necessary to the

research, Development, manufacture or distribution of the Revere Photoengraving

Products to Respondent including, but not limited to, consultation arrangements;

11. pursuant to which any Third Party collaborates with Respondent in the performance of

research, Development, marketing, distribution or selling of any Revere Photoengraving

Product or the business associated with the Revere Photoengraving Products; and/or

provided, however, that where any such contract or agreement also relates to a Retained

Product(s), Respondent shall assign the Acquirer all such rights under the contract or

agreement as are related to the Revere Photoengraving Product(s), but concurrently may

retain similar rights for the purposes of the Retained Product(s).

Y. “Product Intellectual Property” means all of the following related to each Revere

Photoengraving Product:

1. Patents;

2. Software; 

3. trade secrets, know-how, utility models, design rights, techniques, data, inventions,

practices, recipes, raw material specifications, process descriptions, quality control

methods in process and in final Revere Photoengraving Products, protocols, methods of

production and other confidential or proprietary technical, business, research,

Development and other information, and all rights in any jurisdiction to limit the use or

disclosure thereof;

4. rights to obtain and file for patents and copyrights and registrations thereof; and

5. rights to sue and recover damages or obtain injunctive relief for infringement, dilution,

misappropriation, violation or breach of any of the foregoing; 
9

provided, however, Product Intellectual Property expressly includes all customer

specific product formulations for Revere Photoengraving Products that were acquired

by the Respondent pursuant to the Acquisition, licenses from customers related to the

manufacture of products for that specific customer, and all proprietary and/or trade

secret information related to a particular customer that were acquired by the

Respondent pursuant to the Acquisition.

Z. “Proposed Acquirer” means an entity proposed by Respondent (or a Divestiture Trustee) to

the Commission and submitted for the approval of the Commission to become the Acquirer

of particular assets required to be assigned, granted, licensed, divested, transferred,

delivered or otherwise conveyed by Respondent pursuant to this Order.

AA. “Remedial Agreement(s)” means the following: 

1. any agreement between Respondent and an Acquirer that is specifically referenced and

attached to this Order, including all amendments, exhibits, attachments, agreements, and

schedules thereto, related to the relevant assets or rights to be assigned, granted,

licensed, divested, transferred, delivered, or otherwise conveyed, and that has been

approved by the Commission to accomplish the requirements of the Order in connection

with the Commission’s determination to make this Order final and effective; 

2. any agreement between Respondent and a Third Party to effect the assignment of assets

or rights of Respondent related to a Revere Photoengraving Product to the benefit of an

Acquirer that is specifically referenced and attached to this Order, including all

amendments, exhibits, attachments, agreements, and schedules thereto, that has been

approved by the Commission to accomplish the requirements of the Order in connection

with the Commission’s determination to make this Order final and effective; 

3. any agreement between Respondent and an Acquirer (or between a Divestiture Trustee

and an Acquirer) that has been approved by the Commission to accomplish the

requirements of this Order, including all amendments, exhibits, attachments,

agreements, and schedules thereto, related to the relevant assets or rights to be assigned,

granted, licensed, divested, transferred, delivered, or otherwise conveyed, and that has

been approved by the Commission to accomplish the requirements of this Order; and/or 

4. any agreement between Respondent and a Third Party to effect the assignment of assets

or rights of Respondent related to a Revere Photoengraving Product to the benefit of an

Acquirer that has been approved by the Commission to accomplish the requirements of

this Order, including all amendments, exhibits, attachments, agreements, and schedules

thereto.

BB. “Research and Development Records” means all research and development records relating

to Revere Photoengraving Products acquired by Respondent pursuant to the Acquisition

including, but not limited to:
10

1. inventory of research and development records, research history, research efforts,

research notebooks, research reports, technical service reports, testing methods,

invention disclosures, and know how related to the Revere Photoengraving Products;

2. all correspondence, submissions, notifications, communications, registrations or other

filings made to, received from or otherwise conducted with (i) Agencies and (ii) nongovernmental Persons that provide audits and certifications of management systems

and/or manufacturing processes and product assessments and certifications (e.g.,

International Organization for Standardization) relating to Product Approval(s) and

Specification(s) submitted by, on behalf of, or acquired by, Respondent or Revere

related to the Revere Photoengraving Products;

3. designs of experiments, and the results of successful and unsuccessful designs and

experiments;

4. annual and periodic reports (both internal and external) related to the above-described

Product Approval(s) and Specification(s);

5. currently used product usage instructions related to the Revere Photoengraving

Products;

6. reports relating to the protection of human safety and health related to the manufacture

or use of the Revere Photoengraving Products;

7. reports relating to the protection of the environment related to the manufacture or use of

the Revere Photoengraving Products;

8. summary of performance reports, safety reports, and product complaints from customers

related to the Revere Photoengraving Products; and

9. product recall reports filed with any Agency related to the Revere Photoengraving

Products. 

CC. “Retained Product(s)” means any product(s) that is not a Revere Photoengraving Product.

DD. “Revere” means Revere Graphics Worldwide, Inc. as was in existence prior to the

Acquisition.

EE. “Revere Photoengraving Product(s)” means photoresist magnesium photoengraving

products Developed, in Development, researched, manufactured, marketed or sold prior to

the Acquisition by Revere and that were acquired by the Respondent pursuant to the

Acquisition and any photoresist magnesium photoengraving product Developed, in

Development, researched, manufactured, marketed or sold by Respondent using the Product

Intellectual Property or Manufacturing Technology acquired by the Respondent pursuant to

the Acquisition. 
11

FF. “Revere Photoengraving Product Assets” means all of Respondent’s rights, title and interest

in and to: (i) all assets related to the Revere Photoengraving Products acquired by the

Respondent pursuant to the Acquisition, and (ii) any and all improvements or changes made

thereto, to the extent legally transferable, including the research, Development,

manufacture, distribution, marketing, and sale of each Revere Photoengraving Product,

including, without limitation, the following: 

1. all Product Intellectual Property related to the Revere Photoengraving Product(s);

2. all Product Approvals and Specifications related to the Revere Photoengraving

Product(s);

3. all Manufacturing Technology related to the Revere Photoengraving Product(s); and

4. all Product Development Reports related to the Revere Photoengraving Product(s)

5. all Research and Development Records;

6. at the Acquirer’s option, all Product Assumed Contracts related to the Revere

Photoengraving Product(s) (copies to be provided to the Acquirer on or before the

Closing Date);

7. a list of all customers that have purchased any magnesium photoengraving product

within the United States from Respondent or Revere from the period beginning January

1, 2008 through the Closing Date and High Volume Accounts including the name of the

employee(s) of the customer for each High Volume Account that was responsible for the

purchase of the Revere Photoengraving Products on behalf of the High Volume Account

and his or her business contact information; and

8. all of the Respondent’s operating manuals, books and records, customer files, customer

lists and records, vendor files, vendor lists and records, cost files and records, credit

information, distribution records, business records and plans, studies, surveys, and files

related to the foregoing or to the Revere Photoengraving Product(s);

provided however, “Revere Photoengraving Product Assets” excludes (1) documents

relating to the Respondent’s general business strategies or practices relating to

research, Development, manufacture, marketing or sales of photoengraving plates,

where such documents do not discuss with particularity the Revere Photoengraving

Products; (2) administrative, financial, and accounting records; (3) quality control

records that are determined not to be material to the manufacture of the Revere

Photoengraving Products by the Interim Monitor or the Acquirer of the Revere

Photoengraving Products; (4) manufacturing equipment; and (5) any real estate and

the buildings and other permanent structures located on such real estate.

GG. “Revere Photoengraving Product Divestiture Agreements” means the following agreements:
12

1. “Technology Purchase and Sale Agreement” by and between Magnesium Elektron

North America, Inc. and Universal Engraving, Inc., dated as of August 17, 2012, and all

amendments, exhibits, attachments, agreements, and schedules thereto;

2. “MENA Products Supply Agreement” by and between Universal Engraving, Inc. and

Magnesium Elektron North America, Inc., dated as of August 17, 2012, and all

amendments, exhibits, attachments, agreements, and schedules thereto; and

3. “PSI Product Supply Agreement” by and between Universal Engraving, Inc. and

Magnesium Elektron North America, Inc., dated as of August 17, 2012, and all

amendments, exhibits, attachments, agreements, and schedules thereto;

each related to the Revere Photoengraving Product Assets that have been approved by the

Commission to accomplish the requirements of this Order. The Revere Photoengraving

Product Divestiture Agreements are attached to this Order and contained in non-public

Appendix A.

HH. “Revere Photoengraving Product Employees” means all persons employed by Revere as of

the day before the Acquisition Date who participated in the research, Development,

manufacture, marketing or sales of the Revere Photoengraving Products, including such

persons as are employed by the Respondent as of the Closing Date; provided, however, in

each instance where: (i) an agreement to divest relevant assets is specifically referenced and

attached to this Order, and (ii) such agreement becomes a Remedial Agreement for the

Revere Photoengraving Products, “Revere Photoengraving Product Employees” means the

specific individuals identified as “Revere Photoengraving Product Employees” in such

Remedial Agreement.

II. “Revere Photoengraving Product Releasee(s)” means the Acquirer or any entity controlled

by or under common control with the Acquirer, or any licensees, sublicensees,

manufacturers, suppliers, distributors, and customers of the Acquirer, or of the Acquireraffiliated entities.

JJ. “Software” means computer programs related to the Revere Photoengraving Product(s),

including all software implementations of algorithms, models, and methodologies whether

in source code or object code form, databases and compilations, including any and all data

and collections of data, all documentation, including user manuals and training materials,

related to any of the foregoing and the content and information contained on any Website;

provided, however, that the term “Software” excludes software that is readily purchasable or

licensable from sources other than the Respondent and which has not been modified in a

manner material to the use or function thereof (other than through user preference settings).

KK. “Supply Cost” means a cost not to exceed the manufacturer’s average direct per unit cost in

United States dollars of manufacturing the Revere Photoengraving Product, or raw material

or ingredients related to a Revere Photoengraving Product, for the twelve (12) month period

immediately preceding the Acquisition Date. “Supply Cost” shall expressly exclude any
13

intracompany business transfer profit; provided, however, that in each instance where: (1)

an agreement to Contract Manufacture is specifically referenced and attached to this Order,

and (2) such agreement becomes a Remedial Agreement for a Revere Photoengraving

Product, “Supply Cost” means the cost as specified in such Remedial Agreement for that

Revere Photoengraving Product.

LL. “Third Party(ies)” means any non-governmental Person other than the following: the

Respondent; or, the Acquirer of particular assets or rights pursuant to this Order.

MM. “Universal” means, Universal Engraving, Inc., a corporation organized, existing, and doing

business under and by virtue of the laws of the State of Kansas, with its headquarters

address located at 9090 Nieman Road, Overland Park, Kansas 66214.

II.

IT IS FURTHER ORDERED that:

A. Not later than ten (10) days after the Order Date, Respondent shall divest the Revere

Photoengraving Product Assets, absolutely and in good faith, to Universal pursuant to, and

in accordance with, the Revere Photoengraving Product Divestiture Agreements (which

agreements shall not limit or contradict, or be construed to limit or contradict, the terms of

this Order, it being understood that this Order shall not be construed to reduce any rights or

benefits of Universal or to reduce any obligations of Respondent under such agreements),

and each such agreement, if it becomes a Remedial Agreement related to the Revere

Photoengraving Product Assets, is incorporated by reference into this Order and made a part

hereof; 

provided, however, that if Respondent has divested the Revere Photoengraving Product

Assets prior to the Order Date, and if, at the time the Commission determines to make

this Order final and effective, the Commission notifies Respondent that Universal is not

an acceptable purchaser of the Revere Photoengraving Product Assets then Respondent

shall immediately rescind the transaction with Universal, in whole or in part, as directed

by the Commission, and shall divest the Revere Photoengraving Product Assets within

one hundred eighty (180) days from the Order Date, absolutely and in good faith, at no

minimum price, to an Acquirer and only in a manner that receives the prior approval of

the Commission;

provided further, that if Respondent has divested the Revere Photoengraving Product

Assets to Universal prior to the Order Date, and if, at the time the Commission

determines to make this Order final and effective, the Commission notifies Respondent

that the manner in which the divestiture was accomplished is not acceptable, the

Commission may direct Respondent, or appoint a Divestiture Trustee, to effect such

modifications to the manner of divestiture of the Revere Photoengraving Product Assets

to Universal (including, but not limited to, entering into additional agreements or
14

arrangements) as the Commission may determine are necessary to satisfy the

requirements of this Order.

B. Respondent shall secure all consents and waivers from all Third Parties that are necessary to

permit Respondent to divest the Revere Photoengraving Product Assets to the Acquirer,

and/or to permit the Acquirer to continue the research, Development, manufacture, sale,

marketing or distribution of the Revere Photoengraving Products;

provided, however, Respondent may satisfy this requirement by certifying that the

Acquirer has executed all such agreements directly with each of the relevant Third

Parties.

C. Respondent shall provide the Manufacturing Technology to the Acquirer in an organized,

comprehensive, complete, useful, timely, and meaningful manner. Respondent shall, inter

alia:

1. designate employees of Respondent knowledgeable with respect to such Manufacturing

Technology to a committee for the purposes of communicating directly with the

Acquirer and the Interim Monitor (if any has been appointed) for the purposes of

effecting such delivery;

2. prepare technology transfer protocols and transfer acceptance criteria for both the

processes and analytical methods related to the Revere Photoengraving Products, such

protocols and acceptance criteria to be subject to the approval of the Acquirer;

3. prepare and implement a detailed technological transfer plan that contains, inter alia, 

the delivery of all relevant information, all appropriate documentation, all other

materials, and projected time lines for the delivery of all Manufacturing Technology to

the Acquirer; and 

4. upon reasonable written notice and request from the Acquirer to Respondent and

pursuant to a Remedial Agreement, provide in a timely manner, at no greater than Direct

Cost, assistance and advice to enable the Acquirer to:

a. manufacture the Revere Photoengraving Products or an equivalent photoresist

magnesium photoengraving in the same quality achieved by Respondent and/or

Revere and in commercial quantities; and 

b. receive, integrate, and use such Manufacturing Technology.

D. Respondent shall:

1. Contract Manufacture and deliver to the Acquirer, in a timely manner and under

reasonable terms and conditions pursuant to a Remedial Agreement, a supply of each of
15

the Contract Manufacture Products at Respondent’s Supply Cost, for a period of time

sufficient to allow the Acquirer to:

a. manufacture and sell in commercial quantities, the Revere Photoengraving Products

or equivalent photoresist magnesium photoengraving products independently of

Respondent; and

b. secure sources of supply of the raw materials, inputs and components for the

Contract Manufacture Products from entities other than Respondent;

2. make representations and warranties to the Acquirer that the Contract Manufacture

Product(s) supplied through Contract Manufacture pursuant to a Remedial Agreement

meet the specifications and quality for their intended use; 

3. for the Contract Manufacture Products supplied by Respondent, Respondent shall agree

to indemnify, defend and hold the Acquirer harmless from any and all suits, claims,

actions, demands, liabilities, expenses or losses alleged to result from the failure of the

Contract Manufacture Products supplied by Respondent to the Acquirer to meet relevant

customer specifications. This obligation may be made contingent upon the Acquirer

giving Respondent prompt, adequate notice of such claim and cooperating fully in the

defense of such claim. The Remedial Agreement to Contract Manufacture shall be

consistent with the obligations assumed by Respondent under this Order; provided,

however, that Respondent may reserve the right to control the defense of any such

litigation, including the right to settle the litigation, so long as such settlement is

consistent with Respondent’s responsibilities to supply the Contract Manufacture

Products in the manner required by this Order; provided further, that this obligation

shall not require Respondent to be liable for any negligent act or omission of the

Acquirer or for any representations and warranties, express or implied, made by the

Acquirer that exceed the representations and warranties made by Respondent to the

Acquirer;

4. make representations and warranties to the Acquirer that Respondent shall hold

harmless and indemnify the Acquirer for any liabilities or loss of profits resulting from

the failure by Respondent to deliver the Contract Manufacture Products in a timely

manner as required by the Remedial Agreement to Contract Manufacture unless

Respondent can demonstrate that its failure was entirely beyond the control of

Respondent and in no part the result of negligence or willful misconduct by Respondent;

5. during the term of the Remedial Agreement to Contract Manufacture, upon request of

the Acquirer or Interim Monitor (if any has been appointed), make available to the

Acquirer and the Interim Monitor (if any has been appointed) all records that relate to

the manufacture, storage, or transport of the Contract Manufacture Products that are

generated or created after the Closing Date;
16

6. during the term of the Remedial Agreement to Contract Manufacture, maintain or cause

to be maintained manufacturing facilities necessary to manufacture each of the Contract

Manufacture Products; and

7. pursuant to a Remedial Agreement, provide consultation with knowledgeable employees

of Respondent and training, at the request of the Acquirer and at a facility in the United

States chosen by the Acquirer, for the purposes of enabling the Acquirer to manufacture

Revere Photoengraving Products or equivalent photoresist magnesium photoengraving

products in the same quality achieved by the Respondent and in commercial quantities,

and in a manner consistent with the relevant customer specifications for photoengraving

use, independently of Respondent, and sufficient to satisfy management of the Acquirer

that its personnel are adequately trained in the manufacture of Revere Photoengraving

Products.

E. Respondent shall:

1. submit to the Acquirer, at Respondent’s expense, copies of all Confidential Business

Information;

2. deliver copies of the Confidential Business Information as follows:

a. in good faith; 

b. in a timely manner, i.e., as soon as practicable, avoiding any delays in transmission

of the respective information; and 

c. in a manner that ensures its completeness and accuracy and that fully preserves its

usefulness; and

3. pending complete delivery of copies of all Confidential Business Information to the

Acquirer, provide the Acquirer and the Interim Monitor (if any has been appointed) with

access to all such Confidential Business Information and employees who possess or are

able to locate such information for the purposes of identifying the books, records, and

files directly related to the Revere Photoengraving Products that contain such

Confidential Business Information and facilitating the delivery in a manner consistent

with this Order.

F. Respondent shall not enforce any agreement against a Third Party or the Acquirer to the

extent that such agreement may limit or otherwise impair the ability of the Acquirer to

acquire the Manufacturing Technology, the Product Intellectual Property, or the raw

materials, inputs, or components, related to the relevant Revere Photoengraving Product(s)

from the Third Party. Such agreements include, but are not limited to, agreements with

respect to the disclosure of Confidential Business Information related to such

Manufacturing Technology or Product Intellectual Property.
17

G. Not later than ten (10) days after the Closing Date, Respondent shall grant a release to each

Third Party that is subject to an agreement as described in Paragraph II.F. that allows the

Third Party to provide the relevant Manufacturing Technology, Product Intellectual

Property, raw materials, inputs, or components to the Acquirer. Within five (5) days of the

execution of each such release, Respondent shall provide a copy of the release to the

Acquirer. 

H. Respondent shall:

1. for a period of at least eighteen (18) months from the Closing Date, provide the Acquirer

with the opportunity to enter into employment contracts with the Revere Photoengraving

Product Employees. Each of these periods is hereinafter referred to as the “Revere

Photoengraving Product Employee Access Period(s)”; 

2. not later than the earlier of the following dates: (1) ten (10) days after notice by staff of

the Commission to Respondent to provide the Employee Information; or (2) ten (10)

days after the Closing Date, provide the Acquirer or the Proposed Acquirer with the

Employee Information related to the Revere Photoengraving Product Employees. 

Failure by Respondent to provide the Employee Information for any Revere

Photoengraving Product Employee within the time provided herein shall extend the

Revere Photoengraving Product Employee Access Period(s) with respect to that

employee in an amount equal to the delay; and

3. during the Revere Photoengraving Product Employee Access Period(s), not interfere

with the hiring or employing by the Acquirer of the Revere Photoengraving Product

Employees and remove any impediments within the control of Respondent that may

deter these persons from accepting employment with the Acquirer, including, but not

limited to, any noncompete or nondisclosure provision of employment or other contracts

with Respondent that would affect the ability or incentive of those persons to be

employed by the Acquirer. In addition, Respondent shall not make any counteroffer to

such a Revere Photoengraving Product Employee who has received a written offer of

employment from the Acquirer;

provided, however, that, this Paragraph II.H.3. shall not prohibit Respondent from

continuing to employ any Revere Photoengraving Product Employee under the terms

of such person’s employment with Respondent prior to the date of the written offer of

employment from the Acquirer to such person.

I. Until Respondent completes delivery of all of the Revere Photoengraving Product Assets to

the Acquirer and provides the Manufacturing Technology to the Acquirer,

1. Respondent shall take such actions as are necessary to:

a. maintain the full economic viability and marketability of the businesses associated

with each Revere Photoengraving Product;
18

b. minimize any risk of loss of competitive potential for such business;

c. prevent the destruction, removal, wasting, deterioration, or impairment of any of the

assets related to each Revere Photoengraving Product;

d. ensure the Revere Photoengraving Product Assets are delivered to the Acquirer in a

manner without disruption, delay, or impairment of the Product Approval and

Specification processes related to the business associated with each Revere

Photoengraving Product;

e. ensure the completeness of the delivery of the Manufacturing Technology; and

2. Respondent shall not sell, transfer, encumber or otherwise impair the Revere

Photoengraving Product Assets (other than in the manner prescribed in this Order) nor

take any action that lessens the full economic viability, marketability, or

competitiveness of the businesses associated with each Revere Photoengraving Product.

J. Respondent shall not join, file, prosecute or maintain any suit, in law or equity, against the

Acquirer or the Revere Photoengraving Product Releasee(s) for the research, Development,

manufacture, use, import, export, distribution, or sale of the Revere Photoengraving

Product(s) under the following:

1. any Patent owned or licensed by Respondent as of the Acquisition Date that claims a

method of making, using, or a composition of matter, relating to a Revere

Photoengraving Product; 

2. any Patent owned or licensed at any time after the Acquisition Date by Respondent that

claim any aspect of the research, Development, manufacture, use, import, export,

distribution, or sale of a Revere Photoengraving Product, other than such Patents that

claim inventions conceived by and reduced to practice after the Closing Date;

if such suit would have the potential to interfere with the Acquirer’s freedom to practice

the following: (1) the research, Development, or manufacture of a particular Revere

Photoengraving Product; or (2) the use within, import into, export from, or the supply,

distribution, or sale within, the United States of a particular Revere Photoengraving

Product. Respondent shall also covenant to the Acquirer that as a condition of any

assignment, transfer, or license to a Third Party of the above-described Patents, the Third

Party shall agree to provide a covenant whereby the Third Party covenants not to sue the

Acquirer or the related Revere Photoengraving Product Releasee(s) under such Patents, if

the suit would have the potential to interfere with the Acquirer’s freedom to practice the

following: (1) the research, Development, or manufacture of a particular Revere

Photoengraving Product; or (2) the use within, import into, export from, or the supply,

distribution, or sale within, the United States of a particular Revere Photoengraving

Product.
19

K. For any patent infringement suit in which the Respondent is alleged to have infringed a

Patent of a Third Party prior to the Closing Date or for such suit as the Respondent has

prepared or is preparing as of the Closing Date to defend against such infringement

claim(s), and where such a suit would have the potential to interfere with the relevant

Acquirer’s freedom to practice the following: (1) the research, Development, or

manufacture of the Revere Photoengraving Product(s); or (2) the use, import, export,

supply, distribution, or sale of that Revere Photoengraving Product(s), Respondent shall:

1. cooperate with that Acquirer and provide any and all necessary technical and legal

assistance, documentation and witnesses from Respondent in connection with obtaining

resolution of any pending patent litigation involving that Revere Photoengraving

Product;

2. waive conflicts of interest, if any, to allow the Respondent’s outside legal counsel to

represent the relevant Acquirer in any ongoing patent litigation involving that Revere

Photoengraving Product; and

3. permit the transfer to that Acquirer of all of the litigation files and any related attorney

work-product in the possession of Respondent’s outside counsel relating to that Revere

Photoengraving Product. 

L. Upon reasonable written notice and request from an Acquirer to Respondent, Respondent

shall provide, in a timely manner, at no greater than Direct Cost, assistance of

knowledgeable employees of Respondent to assist that Acquirer to defend against, respond

to, or otherwise participate in any litigation related to the Product Intellectual Property

related to any of the Revere Photoengraving Products, if such litigation would have the

potential to interfere with the Acquirer’s freedom to practice the following: (1) the research,

Development, or manufacture of the Revere Photoengraving Products; or (2) the use within,

import into, export from, or the supply, distribution, or sale within the United States.

M. Within eighteen (18) months of the Closing Date, Respondent shall either license or assign

any and all intellectual property to the Acquirer that constitutes Product Intellectual

Property that the Acquirer, with the concurrence of the Interim Monitor, identifies as being

necessary to the conduct of the business associated with the Revere Photoengraving Product

(as such business had been conducted by Revere prior to the Acquisition Date) and that was

not listed and/or included in the intellectual property that was divested to the Acquirer

pursuant to the Remedial Agreements previously submitted by Respondent to the

Commission.

N. Respondent shall not seek, directly or indirectly, pursuant to any dispute resolution

mechanism incorporated in any Remedial Agreement, or in any agreement related to any of

the Revere Photoengraving Products a decision the result of which would be inconsistent

with the terms of this Order and/or the remedial purposes thereof.
20

O. The purpose of the divestiture of the Revere Photoengraving Product Assets and the

provision of the Manufacturing Technology and the related obligations imposed on the

Respondent by this Order is:

1. to ensure the continued use of the Revere Photoengraving Product Assets in the

research, Development, manufacture, use, import, export, distribution, and sale of each

of the respective Revere Photoengraving Products;

2. to provide for the future use of the Revere Photoengraving Product Assets for the

research, Development, manufacture, use, import, export, distribution, and sale of each

of the respective Revere Photoengraving Products;

3. to create a viable and effective competitor, who is independent of the Respondent in the

research, Development, manufacture, use, import, export, distribution, or sale of each of

the respective Revere Photoengraving Products; and

4. to remedy the lessening of competition resulting from the Acquisition as alleged in the

Commission’s Complaint in a timely and sufficient manner.

III.

IT IS FURTHER ORDERED that:

A. At any time after Respondent signs the Consent Agreement in this matter, the Commission

may appoint a monitor (“Interim Monitor”) to assure that Respondent expeditiously

complies with all of its obligations and performs all of its responsibilities as required by this

Order and the Remedial Agreements.

B. The Commission shall select the Interim Monitor, subject to the consent of Respondent,

which consent shall not be unreasonably withheld. If Respondent has not opposed, in

writing, including the reasons for opposing, the selection of a proposed Interim Monitor

within ten (10) days after notice by the staff of the Commission to Respondent of the

identity of any proposed Interim Monitor, Respondent shall be deemed to have consented to

the selection of the proposed Interim Monitor.

C. Not later than ten (10) days after the appointment of the Interim Monitor, Respondent shall

execute an agreement that, subject to the prior approval of the Commission, confers on the

Interim Monitor all the rights and powers necessary to permit the Interim Monitor to

monitor Respondent’s compliance with the relevant requirements of the Order in a manner

consistent with the purposes of the Order.

D. If an Interim Monitor is appointed, Respondent shall consent to the following terms and

conditions regarding the powers, duties, authorities, and responsibilities of the Interim

Monitor:
21

1. the Interim Monitor shall have the power and authority to monitor Respondent’s

compliance with the divestiture and asset maintenance obligations and related

requirements of the Order, and shall exercise such power and authority and carry out the

duties and responsibilities of the Interim Monitor in a manner consistent with the

purposes of the Order and in consultation with the Commission;

2. the Interim Monitor shall act in a fiduciary capacity for the benefit of the Commission;

and

3. the Interim Monitor shall serve until, the latter of:

a. the date of completion by Respondent of the divestiture of all Revere

Photoengraving Product Assets and the delivery of the Manufacturing Technology

and Product Intellectual Property in a manner that fully satisfies the requirements of

this Order; and 

b. with respect to each Revere Photoengraving Product, the date the Acquirer is able to

manufacture, market, import, export, and sell such Revere Photoengraving Product

or an equivalent photoresist magnesium photoengraving product for use for

photoengraving applications and able to manufacture such Revere Photoengraving

Product or an equivalent photoresist magnesium photoengraving product in

commercial quantities independently of Respondent;

provided, however, that the Interim Monitor’s service shall not exceed five (5) years

from the Order Date; 

provided further, that the Commission may shorten or extend this period as may be

necessary or appropriate to accomplish the purposes of the Order.

E. Subject to any demonstrated legally recognized privilege, the Interim Monitor shall have

full and complete access to Respondent’s personnel, books, documents, records kept in the

normal course of business, facilities and technical information, and such other relevant

information as the Interim Monitor may reasonably request, related to Respondent’s

compliance with its obligations under the Order, including, but not limited to, its obligations

related to the relevant assets. Respondent shall cooperate with any reasonable request of the

Interim Monitor and shall take no action to interfere with or impede the Interim Monitor's

ability to monitor Respondent’s compliance with the Order.

F. The Interim Monitor shall serve, without bond or other security, at the expense of

Respondent, on such reasonable and customary terms and conditions as the Commission

may set. The Interim Monitor shall have authority to employ, at the expense of Respondent,

such consultants, accountants, attorneys and other representatives and assistants as are

reasonably necessary to carry out the Interim Monitor’s duties and responsibilities.
22

G. Respondent shall indemnify the Interim Monitor and hold the Interim Monitor harmless

against any losses, claims, damages, liabilities, or expenses arising out of, or in connection

with, the performance of the Interim Monitor’s duties, including all reasonable fees of

counsel and other reasonable expenses incurred in connection with the preparations for, or

defense of, any claim, whether or not resulting in any liability, except to the extent that such

losses, claims, damages, liabilities, or expenses result from gross negligence, willful or

wanton acts, or bad faith by the Interim Monitor.

H. Respondent shall report to the Interim Monitor in accordance with the requirements of this

Order and/or as otherwise provided in any agreement approved by the Commission. The

Interim Monitor shall evaluate the reports submitted to the Interim Monitor by Respondent,

and any reports submitted by the Acquirer with respect to the performance of Respondent’s

obligations under the Order or the Remedial Agreement(s). Within thirty (30) days from the

date the Interim Monitor receives these reports, the Interim Monitor shall report in writing

to the Commission concerning performance by Respondent of its obligations under the

Order; provided, however, beginning ninety (90) days after Respondent has filed its final

report pursuant to Paragraph V.A., and every ninety (90) days thereafter, the Interim

Monitor shall report in writing to the Commission concerning progress by the Acquirer

toward:

1. the Acquirer’s ability to manufacture in commercial quantities, the Revere

Photoengraving Products or equivalent photoresist magnesium photoengraving products

independently of Respondent; and

2. securing sources of supply of the raw materials, inputs and components for the Revere

Photoengraving Products or equivalent photoresist magnesium photoengraving products

from entities other than Respondent.

I. Respondent may require the Interim Monitor and each of the Interim Monitor’s consultants,

accountants, attorneys and other representatives and assistants to sign a customary

confidentiality agreement; provided, however, that such agreement shall not restrict the

Interim Monitor from providing any information to the Commission.

J. The Commission may, among other things, require the Interim Monitor and each of the

Interim Monitor’s consultants, accountants, attorneys and other representatives and

assistants to sign an appropriate confidentiality agreement related to Commission materials

and information received in connection with the performance of the Interim Monitor’s

duties.

K. If the Commission determines that the Interim Monitor has ceased to act or failed to act

diligently, the Commission may appoint a substitute Interim Monitor in the same manner as

provided in this Paragraph.
23

L. The Commission may on its own initiative, or at the request of the Interim Monitor, issue

such additional orders or directions as may be necessary or appropriate to assure compliance

with the requirements of the Order.

M. The Interim Monitor appointed pursuant to this Order may be the same person appointed as

a Divestiture Trustee pursuant to the relevant provisions of this Order.

IV.

IT IS FURTHER ORDERED that:

A. If Respondent has not fully complied with the obligations to assign, grant, license, divest,

transfer, deliver or otherwise convey the Revere Photoengraving Product Assets as required

by this Order, the Commission may appoint a trustee (“Divestiture Trustee”) to assign,

grant, license, divest, transfer, deliver or otherwise convey these assets in a manner that

satisfies the requirements of this Order. In the event that the Commission or the Attorney

General brings an action pursuant to § 5(l) of the Federal Trade Commission Act, 15 U.S.C.

§ 45(l), or any other statute enforced by the Commission, Respondent shall consent to the

appointment of a Divestiture Trustee in such action to assign, grant, license, divest, transfer,

deliver or otherwise convey these assets. Neither the appointment of a Divestiture Trustee

nor a decision not to appoint a Divestiture Trustee under this Paragraph shall preclude the

Commission or the Attorney General from seeking civil penalties or any other relief

available to it, including a court-appointed Divestiture Trustee, pursuant to § 5(l) of the

Federal Trade Commission Act, or any other statute enforced by the Commission, for any

failure by Respondent to comply with this Order.

B. The Commission shall select the Divestiture Trustee, subject to the consent of the

Respondent, which consent shall not be unreasonably withheld. The Divestiture Trustee

shall be a Person with experience and expertise in acquisitions and divestitures. If the

Respondent has not opposed, in writing, including the reasons for opposing, the selection of

any proposed Divestiture Trustee within ten (10) days after notice by the staff of the

Commission to Respondent of the identity of any proposed Divestiture Trustee, Respondent

shall be deemed to have consented to the selection of the proposed Divestiture Trustee.

C. Not later than ten (10) days after the appointment of a Divestiture Trustee, Respondent shall

execute a trust agreement that, subject to the prior approval of the Commission, transfers to

the Divestiture Trustee all rights and powers necessary to permit the Divestiture Trustee to

effect the divestiture required by this Order.

D. If a Divestiture Trustee is appointed by the Commission or a court pursuant to this

Paragraph, Respondent shall consent to the following terms and conditions regarding the

Divestiture Trustee’s powers, duties, authority, and responsibilities:
24

1. Subject to the prior approval of the Commission, the Divestiture Trustee shall have the

exclusive power and authority to assign, grant, license, divest, transfer, deliver or

otherwise convey the assets that are required by this Order to be assigned, granted,

licensed, divested, transferred, delivered or otherwise conveyed.

2. The Divestiture Trustee shall have one (1) year after the date the Commission approves

the trust agreement described herein to accomplish the divestiture, which shall be

subject to the prior approval of the Commission. If, however, at the end of the one (1)

year period, the Divestiture Trustee has submitted a plan of divestiture or the

Commission believes that the divestiture can be achieved within a reasonable time, the

divestiture period may be extended by the Commission; provided, however, the

Commission may extend the divestiture period only two (2) times.

3. Subject to any demonstrated legally recognized privilege, the Divestiture Trustee shall

have full and complete access to the personnel, books, records and facilities related to

the relevant assets that are required to be assigned, granted, licensed, divested, delivered

or otherwise conveyed by this Order and to any other relevant information, as the

Divestiture Trustee may request. Respondent shall develop such financial or other

information as the Divestiture Trustee may request and shall cooperate with the

Divestiture Trustee. Respondent shall take no action to interfere with or impede the

Divestiture Trustee’s accomplishment of the divestiture. Any delays in divestiture

caused by Respondent shall extend the time for divestiture under this Paragraph in an

amount equal to the delay, as determined by the Commission or, for a court-appointed

Divestiture Trustee, by the court.

4. The Divestiture Trustee shall use commercially reasonable efforts to negotiate the most

favorable price and terms available in each contract that is submitted to the

Commission, subject to Respondent’s absolute and unconditional obligation to divest

expeditiously and at no minimum price. The divestiture shall be made in the manner

and to an Acquirer as required by this Order; provided, however, if the Divestiture

Trustee receives bona fide offers from more than one acquiring Person, and if the

Commission determines to approve more than one such acquiring Person, the

Divestiture Trustee shall divest to the acquiring Person selected by Respondent from

among those approved by the Commission; provided further, however, that Respondent

shall select such Person within five (5) days after receiving notification of the

Commission’s approval.

5. The Divestiture Trustee shall serve, without bond or other security, at the cost and

expense of Respondent, on such reasonable and customary terms and conditions as the

Commission or a court may set. The Divestiture Trustee shall have the authority to

employ, at the cost and expense of Respondent, such consultants, accountants, attorneys,

investment bankers, business brokers, appraisers, and other representatives and

assistants as are necessary to carry out the Divestiture Trustee’s duties and

responsibilities. The Divestiture Trustee shall account for all monies derived from the

divestiture and all expenses incurred. After approval by the Commission of the account
25

of the Divestiture Trustee, including fees for the Divestiture Trustee’s services, all

remaining monies shall be paid at the direction of Respondent, and the Divestiture

Trustee’s power shall be terminated. The compensation of the Divestiture Trustee shall

be based at least in significant part on a commission arrangement contingent on the

divestiture of all of the relevant assets that are required to be divested by this Order.

6. Respondent shall indemnify the Divestiture Trustee and hold the Divestiture Trustee

harmless against any losses, claims, damages, liabilities, or expenses arising out of, or in

connection with, the performance of the Divestiture Trustee’s duties, including all

reasonable fees of counsel and other expenses incurred in connection with the

preparation for, or defense of, any claim, whether or not resulting in any liability, except

to the extent that such losses, claims, damages, liabilities, or expenses result from gross

negligence, willful or wanton acts, or bad faith by the Divestiture Trustee.

7. The Divestiture Trustee shall have no obligation or authority to operate or maintain the

relevant assets required to be divested by this Order; provided, however, that the

Divestiture Trustee appointed pursuant to this Paragraph may be the same Person

appointed as Interim Monitor.

8. The Divestiture Trustee shall report in writing to Respondent and to the Commission

every sixty (60) days concerning the Divestiture Trustee’s efforts to accomplish the

divestiture.

9. Respondent may require the Divestiture Trustee and each of the Divestiture Trustee’s

consultants, accountants, attorneys and other representatives and assistants to sign a

customary confidentiality agreement; provided, however, such agreement shall not

restrict the Divestiture Trustee from providing any information to the Commission.

E. If the Commission determines that a Divestiture Trustee has ceased to act or failed to act

diligently, the Commission may appoint a substitute Divestiture Trustee in the same manner

as provided in this Paragraph.

F. The Commission or, in the case of a court-appointed Divestiture Trustee, the court, may on

its own initiative or at the request of the Divestiture Trustee issue such additional orders or

directions as may be necessary or appropriate to accomplish the divestiture required by this

Order.
26

V.

IT IS FURTHER ORDERED that:

A. Within thirty (30) days after the date this Order is issued, and every sixty (60) days

thereafter until Respondent has fully complied with the following:

1. Paragraphs II.A , II.B., II.C., II.D., II.E., and II.G.; and

2. all of its responsibilities to render transitional services to the Acquirer as provided by

this Order and the Remedial Agreement(s);

Respondent shall submit to the Commission a verified written report setting forth in

detail the manner and form in which it intends to comply, is complying, and has

complied with this Order. Respondent shall submit at the same time a copy of its report

concerning compliance with this Order to the Interim Monitor, if any Interim Monitor

has been appointed. Respondent shall include in its reports, among other things that are

required from time to time, a full description of the efforts being made to comply with

the relevant Paragraphs of the Order, including a full description of all substantive

contacts or negotiations related to the divestiture of the Revere Photoengraving Product

Assets and the identity of all Persons contacted, including copies of all written

communications to and from such Persons, all internal memoranda, and all reports and

recommendations concerning completing the obligations.

B. One (1) year after the date this Order is issued, annually for the next four (4) years on the

anniversary of the date this Order is issued, and at other times as the Commission may

require, Respondent shall file a verified written report with the Commission setting forth in

detail the manner and form in which it has complied and is complying with the Order.

VI.

IT IS FURTHER ORDERED that Respondent shall notify the Commission at least

thirty (30) days prior to:

A. any proposed dissolution of Respondent;

B. any proposed acquisition, merger or consolidation of Respondent; or 

C. any other change in Respondent, including, but not limited to, assignment and the creation

or dissolution of subsidiaries, if such change might affect compliance obligations arising out

of this Order.
27

VII.

IT IS FURTHER ORDERED that, in addition to any other requirements and

prohibitions relating to Confidential Business Information in this Order, Respondent shall assure

that Respondent’s counsel (including in-house counsel under appropriate confidentiality

arrangements) shall not retain unredacted copies of documents or other materials provided to an

Acquirer or access original documents provided to an Acquirer, except under circumstances

where copies of documents are insufficient or otherwise unavailable, and for the following

purposes:

A. To assure Respondent’s compliance with any Remedial Agreement, this Order, any Law

(including, without limitation, any requirement to obtain regulatory licenses or approvals,

and rules promulgated by the Commission), any data retention requirement of any

applicable Government Entity, or any taxation requirements; or

B. To defend against, respond to, or otherwise participate in any litigation, investigation, audit,

process, subpoena or other proceeding relating to the divestiture or the Revere

Photoengraving Product Assets;

provided, however, that Respondent may disclose such information as necessary for the

purposes set forth in this Paragraph VII pursuant to an appropriate confidentiality order,

agreement or arrangement;

provided further, however, that pursuant to this Paragraph VII, Respondent shall: (1)

require those who view such unredacted documents or other materials to enter into

confidentiality agreements with the relevant Acquirer (but shall not be deemed to have

violated this requirement if such Acquirer withholds such agreement unreasonably); and (2)

use best efforts to obtain a protective order to protect the confidentiality of such information

during any adjudication.

VIII.

IT IS FURTHER ORDERED that:

A. Any Remedial Agreement shall be deemed incorporated into this Order.

B. Any failure by Respondent to comply with any term of such Remedial Agreement shall

constitute a failure to comply with this Order. 

C. Respondent shall include in each Remedial Agreement related to each of the Revere

Photoengraving Products a specific reference to this Order, the remedial purposes thereof,

and provisions to reflect the full scope and breadth of Respondent’s obligations to the

Acquirer pursuant to this Order.
28

D. Respondent shall not modify or amend any of the terms of any Remedial Agreement

without the prior approval of the Commission.

IX.

IT IS FURTHER ORDERED that, for purposes of determining or securing compliance

with this Order, and subject to any legally recognized privilege, and upon written request and

upon five (5) days notice to the Respondent made to its principal United States offices,

registered office of its United States subsidiary, or its headquarters address, Respondent shall,

without restraint or interference, permit any duly authorized representative of the Commission:

A. access, during business office hours of the Respondent and in the presence of counsel, to all

facilities and access to inspect and copy all books, ledgers, accounts, correspondence,

memoranda and all other records and documents in the possession or under the control of

the Respondent related to compliance with this Order, which copying services shall be

provided by the Respondent at the request of the authorized representative(s) of the

Commission and at the expense of the Respondent; and

B. to interview officers, directors, or employees of the Respondent, who may have counsel

present, regarding such matters.

X.

IT IS FURTHER ORDERED that this Order shall terminate ten (10) years from the date

this Order is issued.

By the Commission. 

Donald S. Clark

Secretary
NON-PUBLIC APPENDIX A

REVERE PHOTOENGRAVING PRODUCT

DIVESTITURE AGREEMENTS

[REDACTED]