____________________________________ 

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	 ) 

) 

ROBERT BOSCH GmbH, ) Docket No. C­

 a corporation. )
 

)
 

____________________________________)
 

AGREEMENT CONTAINING CONSENT ORDERS 

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

proposed acquisition of SPX Service Solutions (“SPX SS”) a division of SPX Corporation by 

Robert Bosch GmbH (“Proposed Respondent”), and it now appearing that Proposed Respondent 

is willing to enter into this Agreement Containing Consent Orders (“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 is a corporation organized, existing and doing business under and 

by virtue of the laws of Germany, with its principal U.S. subsidiary, Robert Bosch LLC, 

a limited liability company organized, existing and doing business under the laws of the 

State of Delaware with its headquarters located at 38000 Hills Tech Drive, Farmington 

MI 48331. 

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

here attached. 

3.	 Proposed Respondent waives: 

a.	 any further procedural steps; 
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b.	 the requirement that the Commission’s Decision and Order and Order to Maintain 

Assets, both of which are attached hereto and made a part hereof, contain a 

statement of findings of fact and conclusions of law; 

c.	 all rights to seek judicial review or otherwise to challenge or contest the validity 

of the Decision and Order or the Order to Maintain Assets entered pursuant to this 

Consent Agreement; and 

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

4.	 Because there may be interim competitive harm, the Commission may issue its 

Complaint and the Order to Maintain Assets in this matter at any time after it accepts the 

Consent Agreement for public comment. 

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

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

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

submit subsequent reports every thirty (30) days thereafter until the Order to Maintain 

Assets becomes final. Each compliance report submitted shall describe in detail the 

manner in which the Proposed Respondent has complied, is complying and will comply 

with the Consent Agreement, the Order to Maintain Assets and the Decision and Order. 

In addition, each report 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 each of the Orders. 

6.	 Each report submitted pursuant to paragraph 5 above shall be verified by a notarized 

signature or sworn statement, or be 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 copies of all compliance reports be filed with the Commission. Proposed 

Respondent shall file an original report and one copy with the Secretary of the 

Commission, and shall send one copy directly to the Bureau of Competition’s 

Compliance Division. In addition, Proposed Respondent shall provide a copy of each 

report to the Monitor appointed by the Order to Maintain Assets. 

7.	 This Consent Agreement, and any compliance reports filed pursuant to this Consent 

Agreement, shall not become part of the public record of the proceeding unless and until 

the Consent Agreement is accepted by the Commission. If accepted by the Commission, 

this Consent Agreement, together with the draft Complaint, 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. 
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8.	 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. 

9.	 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, (b) issue and serve its Order to Maintain 

Assets, and (c) 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. 

10.	 When final, the Decision and Order and the Order to Maintain Assets 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 and the 

Order to Maintain Assets shall become final upon service. Delivery of the Complaint, 

the Decision and Order, and the Order to Maintain Assets 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 any office within the United States of Michael A. Lindsay, Dorsey 

& Whitney LLP, or of any other lawyer or law firm listed as Counsel for Proposed 

Respondent on this Consent Agreement – shall constitute service as to the Proposed 

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

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

any Appendices incorporated by reference into the Decision and Order or the Order to 

Maintain Assets, and agrees that it is bound to comply with and will comply with the 

Decision and Order and the Order to Maintain Assets 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. 

11.	 The Complaint may be used in construing the terms of the Decision and Order and the 

Order to Maintain Assets, and no agreement, understanding, representation, or 

interpretation not contained in the Decision and Order, the Order to Maintain Assets, or 

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

Order or the Order to Maintain Assets. 

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

can accomplish the full relief contemplated for the Proposed Respondent by the attached 

Decision and Order (including effectuating all required divestitures, assignments, 

licenses, and transfers) and the Order to Maintain Assets and that all parents, 

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

by this Consent Agreement are: (1) within the control of the party to this Consent 

Agreement, or (2) will be in the control of the party to this Consent Agreement after the 

proposed acquisition. 
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13.	 Proposed Respondent agrees that it shall interpret each Remedial Agreement under the 

Decision and Order in a manner that is fully consistent with all of the relevant provisions 

and remedial purposes of the Decision and Order and the Order to Maintain Assets. 

14.	 Proposed Respondent has read the draft of Complaint, the Decision and Order, and the 

Order to Maintain Assets contained in this Consent Agreement. Proposed Respondent 

understands that once the Decision and Order and the Order to Maintain Assets have 

been issued, Proposed Respondent will be required to file one or more compliance 

reports showing that it has fully complied with the Decision and Order and the Order to 

Maintain Assets as applied to the Proposed Respondent. 
 

____________________________ 

____________________________ 

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

Order and the Order to Maintain Assets applicable to the Proposed Respondent from the 

date it signs this Consent Agreement. 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 or of the Order to Maintain Assets after each becomes final. 

ROBERT BOSCH GmbH	 FEDERAL TRADE COMMISSION 

By: ____________________________ 

Michael A. Lindsay 

Dorsey & Whitney LLP 

Counsel for Robert Bosch GmbH 

By: 

Jacqueline Mendel 

Mark Silvia 

Jordan Andrew 

Dated Attorneys 

Bureau of Competition 

APPROVED: 

By:	 ____________________________ 

Michael R. Moiseyev 

Assistant Director 

Bureau of Competition 

Peter J. Levitas 

Deputy Director 

Bureau of Competition 

Richard A. Feinstein 

Director 

Bureau of Competition