____________________________________ 

1210081 

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-4377

 a corporation. ) 

) 

____________________________________) 

ORDER TO MAINTAIN ASSETS 

[Public Record Version] 

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

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

(“SPX”) by Robert Bosch GmbH (“Respondent Bosch”), and Respondent Bosch having been 

furnished thereafter with a copy of a draft Complaint that the Bureau of Competition proposed to 

present to the Commission for its consideration and which, if issued by the Commission, would 

charge Respondents 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 Orders (“Consent Agreement”), containing an admission by 

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

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

constitute an admission by Respondent Bosch 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 Bosch has violated the said Acts, and that a Complaint 

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

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Order to Maintain Assets, 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, the Commission hereby makes the following 

jurisdictional findings, and issues the following Order to Maintain Assets (“Asset Maintenance 

Order”). 

1. Respondent Bosch 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. The Federal Trade Commission has jurisdiction of the subject matter of this 

proceeding and of Respondents, and the proceeding is in the public interest. 

ORDER 

I. 

IT IS ORDERED that all capitalized terms used in this Asset Maintenance Order, but 

not defined herein, shall have the meanings attributed to such terms in the Decision and Order 

contained in the Consent Agreement. In addition to the definitions in Paragraph I of the 

Decision and Order attached to the Consent Agreement, the following definitions shall apply: 

A. “Decision and Order” means: 

1. the Proposed Decision and Order contained in the Consent Agreement in this matter 

until the issuance of a final Decision and Order by the Commission; and 

2. the Final Decision and Order issued and served by the Commission. 

B. “Orders” means the Decision and Order and this Asset Maintenance Order. 

II. (Consents) 

IT IS FURTHER ORDERED that prior to the Divestiture Date, Respondent Bosch 

shall secure all consents, assignments, and waivers from all Third Parties that are required for the 

Acquirer to manufacture and sell the Bosch ACRRR Products as of the Divestiture Date 

including, but not limited to, securing a lease for the York, Pennsylvania Facility, if such 

facilities are being leased to the Acquirer, and securing consents from all customers of the Bosch 

ACRRR Business whose contracts are being assigned or extended to the Acquirer pursuant to 

Paragraph II.A of the Decision and Order. 

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PROVIDED, HOWEVER, Respondent Bosch may satisfy this requirement with respect to 

any one or more leases or agreements by certifying that the Acquirer has executed such 

relevant agreements directly with each of the relevant Third Parties. 

III. (Asset Maintenance) 

IT IS FURTHER ORDERED that: 

A. From the date Respondent Bosch signs the Consent Agreement, Respondent Bosch shall 

appoint an executive responsible for overseeing and maintaining the Bosch ACRRR 

Business to be the primary contact between Respondent Bosch, Commission staff, and the 

Monitor. Respondent Bosch shall have such executive continue the oversight and 

maintenance of Bosch ACRRR Business until the Divestiture Date. 

B. During the time period before the Divestiture Date, Respondent Bosch shall, except as 

otherwise provided in the Orders: 

1. take such actions as are necessary to maintain the full economic viability, marketability 

and competitiveness of the Bosch ACRRR Business to minimize any risk of loss of 

competitive potential for the Bosch ACRRR Business, and to prevent the destruction, 

removal, wasting, deterioration, or impairment of the Bosch ACRRR Business, except 

for ordinary wear and tear. Respondent Bosch shall not sell, transfer, encumber or 

otherwise impair the Bosch ACRRR Business (other than in the manner prescribed in 

the Orders), nor take any action that lessens the full economic viability, marketability or 

competitiveness of the Bosch ACRRR Business including, but not limited to, hiring or 

offering to hire any Designated Employees; 

2. retain all of Respondent Bosch’s rights, title, and interest in the Bosch ACRRR 

Business, except for the disposition of inventory in the regular and ordinary course of 

business, consistent with past practices; 

3. maintain the operations of the Bosch ACRRR Business in the regular and ordinary 

course of business and in accordance with past practice (including regular repair and 

maintenance of the assets, as necessary) and/or as may be necessary to preserve the 

marketability, viability, and competitiveness of the Bosch ACRRR Business and shall 

use its best efforts to preserve the existing relationships with the following: car 

manufacturers, suppliers, vendors, distributors, customers, governmental agencies, 

employees, and others having business relations with the Bosch ACRRR Business 

including, but not limited to, continuing the homologation process for the Bosch 

ACRRR Products. Respondent Bosch’s responsibilities shall include, but are not 

limited to, the following: 

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a.	 Respondent Bosch shall provide the Bosch ACRRR Business with sufficient 

working capital to operate at least at current rates of operation, to meet all capital 

calls with respect to such business and to carry on, at least at their scheduled pace, 

all capital projects, business plans and promotional activities for the Bosch ACRRR 

Business; 

b. Respondent Bosch shall continue, at least at their scheduled pace, any additional 

expenditures for the Bosch ACRRR Business authorized prior to the date the 

Consent Agreement was signed by Respondent Bosch including, but not limited to, 

all research, Development, manufacture, distribution, marketing and sales 

expenditures; 

c.	 Respondent Bosch shall provide such resources as may be necessary to respond to 

competition against the Bosch ACRRR Business and/or to prevent any diminution 

in sales of the Bosch ACRRR Business, world-wide, after the Acquisition Date and 

prior to the Divestiture Date including the maintenance of the homologation process 

for the Bosch ACRRR Products worldwide; 

d. Respondent Bosch shall provide such resources as may be necessary to maintain the 

competitive strength and positioning of the Bosch ACRRR Business in a businessas-usual manner and/or in accordance with the applicable Bosch ACRRR Business 

plan; 

e.	 Respondent Bosch shall make available for use by the Bosch ACRRR Business 

funds in a business-as-usual manner and/or in accordance with the applicable 

Bosch ACRRR Business plan sufficient to perform all routine maintenance or 

replacement, and all other maintenance or replacement of assets as may be 

necessary to maintain the Bosch ACRRR Business; 

f. Respondent Bosch shall provide the Bosch ACRRR Business with such funds as are 

necessary to maintain the full economic viability, marketability and competitiveness 

of the Bosch ACRRR Business; and 

g.	 Respondent Bosch shall provide such support services to the Bosch ACRRR 

Business as were being provided to such business by Respondent Bosch as of the 

date the Consent Agreement was signed by Respondent Bosch. 

4. maintain a work force substantially as large as, and with training and expertise 

equivalent to or better, what was associated with the Bosch ACRRR Business as of the 

Acquisition Date including, but not limited to, instructing Respondent Bosch’s 

Distributors to maintain a work force substantially as large as, and with training and 

expertise equivalent to or better, what was associated with the Bosch ACRRR Business 

as of the Acquisition Date. 

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5. develop, sell, participate in the homologation process, and manufacture the Bosch 

ACRRR Product consistent with past practices and/or as may be necessary to preserve 

the marketability, viability and competitiveness of the Bosch ACRRR Business pending 

divestiture. 

C.	 The purpose of this Paragraph III is to maintain the full economic viability, marketability 

and competitiveness of the Bosch ACRRR Business until the Divestiture Date, to minimize 

any risk of loss of competitive potential for the Bosch ACRRR Business, and to prevent the 

destruction, removal, wasting, deterioration, or impairment of the Bosch ACRRR Business, 

except for ordinary wear and tear. 

IV. (Confidentiality) 

IT IS FURTHER ORDERED that, for a period of ten (10) years from the date this 

Asset Maintenance Order becomes final, or until the Decision and Order becomes final, which 

ever is earlier: 

A. Except in the course of performing its obligations under a Remedial Agreement, or as
 

expressly allowed pursuant to the Orders, after the Divestiture Date:
 

1. Respondent Bosch shall not seek, receive, obtain, use, share or otherwise have or grant 

access to, directly or indirectly, any Confidential Business Information from or with any 

Person. Among other things, Respondent Bosch shall not use such Confidential 

Business Information: 

a.	 to assist or inform Respondent Bosch employees who Develop, manufacture, solicit 

for sale, sell, or service Respondent Bosch products that compete with the products 

divested, sold, or distributed pursuant to the Orders including, but not limited to, the 

employees of the ACRRR business owned and operated by SPX SS; 

b. to interfere with any suppliers, distributors, resellers, or customers of the Acquirer; 

c.	 to interfere with any contracts divested, assigned, or extended to the Acquirer 

pursuant to the Decision and Order; or 

d. to interfere in any other way with the Acquirer pursuant to the Orders or with the 

Bosch ACRRR Business divested pursuant to the Decision and Order. 

2. Respondent Bosch shall not disclose or convey Confidential Business Information, 

directly or indirectly, to any person except the Acquirer or other persons specifically 

authorized by the Acquirer to receive such information; 

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3. Respondent Bosch shall not provide, disclose or otherwise make available, directly or 

indirectly, any Confidential Business Information to the employees associated with the 

SPX SS ACRRR Products; and 

4. Respondent Bosch shall institute procedures and requirements to ensure that: 

a.	 Respondent Bosch employees with access to Confidential Business Information do 

not provide, disclose or otherwise make available, directly or indirectly, any 

Confidential Business Information in contravention of the Orders; and 

b. Respondent Bosch employees associated with the SPX SS ACRRR Products do not 

solicit, access or use any Confidential Business Information that they are prohibited 

under the Orders from receiving for any reason or purpose. 

B. The requirements of this Paragraph IV do not apply to Confidential Business Information 

that Respondent Bosch demonstrates to the satisfaction of the Commission, in the 

Commission’s sole discretion: 

1. was or becomes generally available to the public other than as a result of a disclosure by 

Respondent Bosch; 

2. is necessary to be included in mandatory regulatory filings; PROVIDED, HOWEVER, 

that Respondent Bosch shall make all reasonable efforts to maintain the confidentiality 

of such information in the regulatory filings; 

3. was available, or becomes available, to Respondent Bosch on a non-confidential basis, 

but only if, to the knowledge of Respondent Bosch, the source of such information is not 

in breach of a contractual, legal, fiduciary, or other obligation to maintain the 

confidentiality of the information; 

4. is information the disclosure of which is consented to by the Acquirer; 

5. is necessary to be exchanged in the course of consummating the Acquisition or the 

transactions under the Remedial Agreement; 

6. is disclosed in complying with the Orders; 

7. is information the disclosure of which is necessary to allow Respondent Bosch to 

comply with the requirements and obligations of the laws of the United States and other 

countries; 

8. is disclosed in defending legal claims, investigations or enforcement actions threatened 

or brought against Respondent Bosch or the Bosch ACRRR Business; or 

9. is disclosed in obtaining legal advice. 

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C. The purpose of this Paragraph IV is to maintain the full economic viability, marketability 

and competitiveness of the Bosch ACRRR Business until the Divestiture Date, to minimize 

any risk of loss of competitive potential for the Bosch ACRRR Business, to minimize the 

risk of disclosure and unauthorized use of Confidential Business Information of the Bosch 

ACRRR Business, and to prevent the destruction, removal, wasting, deterioration, or 

impairment of the Bosch ACRRR Business, except for ordinary wear and tear. 

V. (Monitor) 

IT IS FURTHER ORDERED that: 

A. Mr. Charles Johnson of BC Partners, LLC, shall serve as the Monitor pursuant to the 

agreement executed by the Monitor and Respondent Bosch and attached as Appendix A 

(“Monitor Agreement”) and Confidential Appendix A-1 (“Monitor Compensation”). The 

Monitor is appointed to assure that Respondent Bosch expeditiously complies with all of its 

obligations and performs all of its responsibilities as required by the Orders. 

B. The Monitor Agreement shall require that, no later than one (1) day after the Acquisition 

Date, Respondent Bosch transfers to the Monitor all rights, powers, and authorities 

necessary to permit the Monitor to perform his duties and responsibilities, pursuant to the 

Orders, and consistent with the purposes of the Orders. 

C. No later than one (1) day after the Acquisition Date, Respondent Bosch shall, pursuant to 

the Monitor Agreement, transfer to the Monitor all rights, powers, and authorities necessary 

to permit the Monitor to perform his duties and responsibilities, pursuant to and consistent 

with, the purposes of the Orders. 

D. Respondent Bosch shall consent to the following terms and conditions regarding the 

powers, duties, authorities, and responsibilities of the Monitor: 

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

compliance with the terms of the Orders, and shall exercise such power and authority 

and carry out the duties and responsibilities of the Monitor in a manner consistent with 

the purposes of the Orders and in consultation with the Commission including, but not 

limited to: 

a.	 Assuring that Respondent Bosch expeditiously complies with all of its obligations 

and performs all of its responsibilities as required by the Orders; and 

b. Monitoring any agreements between Respondent Bosch and the Acquirer. 

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

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3. Subject to any demonstrated legally recognized privilege, the Monitor shall have full 

and complete access to Respondent Bosch’s personnel, books, documents, records kept 

in the normal course of business, facilities and technical information, and such other 

relevant information as the Monitor may reasonably request, Related to Respondent 

Bosch’s compliance with its obligations under the Orders. Respondent Bosch shall 

cooperate with any reasonable request of the Monitor and shall take no action to 

interfere with or impede the Monitor’s ability to monitor Respondent Bosch’s 

compliance with the Orders. 

4. The Monitor shall serve, without bond or other security, at the expense of Respondent 

Bosch on such reasonable and customary terms and conditions as the Commission may 

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

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

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

shall account for all expenses incurred, including fees for services rendered, subject to 

the approval of the Commission. 

5. Respondent Bosch shall indemnify the Monitor and hold the Monitor harmless against 

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

the performance of the 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, 

malfeasance, willful or wanton acts, or bad faith by the Monitor. 

6. The Monitor Agreement shall provide that within one (1) month from the date the 

Monitor is appointed pursuant to this paragraph, and every sixty (60) days thereafter, the 

Monitor shall report in writing to the Commission concerning performance by 

Respondent Bosch of its obligations under the Orders. 

7. Respondent Bosch may require the Monitor and each of the Monitor’s consultants, 

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

confidentiality agreement; PROVIDED, HOWEVER, such agreement shall not restrict 

the Monitor from providing any information to the Commission. 

E. The Commission may, among other things, require the Monitor and each of the Monitor’s 

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

appropriate confidentiality agreement relating to Commission materials and information 

received in connection with the performance of the Monitor’s duties. 

F.	 If the Commission determines that the Monitor has ceased to act or failed to act diligently, 

the Commission may appoint a substitute Monitor: 

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1. The Commission shall select the substitute Monitor, subject to the consent of 

Respondent Bosch, which consent shall not be unreasonably withheld. If Respondent 

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

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

Respondent Bosch of the identity of any proposed Monitor, Respondent Bosch shall be 

deemed to have consented to the selection of the proposed Monitor. 

2. Not later than ten (10) days after appointment of the substitute Monitor, Respondent 

Bosch shall execute an agreement that, subject to the prior approval of the Commission, 

confers on the Monitor all the rights and powers necessary to permit the Monitor to 

monitor Respondent Bosch’s compliance with the relevant terms of the Orders in a 

manner consistent with the purposes of the Orders. 

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

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

the requirements of the Orders. 

H. A Monitor appointed pursuant to this Asset Maintenance Order may be the same person 

appointed as the Divestiture Trustee pursuant to the relevant provisions of the Decision and 

Order. 

VI. (Employees) 

IT IS FURTHER ORDERED that: 

A. Beginning no later than the time Respondent Bosch signs the Consent Agreement in this 

matter until ninety (90) days after the Divestiture Date: 

1. Respondent Bosch shall provide the applicable Designated Employees with reasonable 

financial incentives to continue in their positions for such period. Such incentives shall 

include a continuation of all employee benefits offered by Respondent Bosch until the 

Designated Employee has been hired, the Acquirer has decided not to hire such 

Designated Employee, or the Designated Employee has declined, in writing, the 

Acquirer’s offer, including regularly scheduled raises, bonuses, vesting of pension 

benefits (as permitted by law), and additional incentives as may be necessary to 

transition the Bosch ACRRR Business to the Acquirer; 

2. Respondent Bosch shall not interfere with the interviewing, hiring, or employing of the 

Designated Employees by the Acquirer as described in the Orders, and shall remove any 

impediments within the control of Respondent Bosch that may deter, or otherwise 

prevent or discourage the Designated Employees from accepting employment with the 

Acquirer including, but not limited to, any noncompete provisions of employment or 

other contracts with Respondent Bosch that would affect the ability or incentive of those 

individuals to be employed by the Acquirer. In addition, Respondent Bosch shall not 

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make any counteroffer to a Designated Employee who receives a written offer of 

employment from the Acquirer, unless and until the Designated Employee has declined, 

in writing, the Acquirer’s offer. 

3. Respondent Bosch shall, in a manner consistent with local labor laws: 

a.	 facilitate employment interviews between each Designated Employee and the 

Acquirer including providing the names and contact information for such 

employees and allowing such employees reasonable opportunity to interview with 

the Acquirer and shall not discourage such employee from participating in such 

interviews; 

b. not interfere in employment negotiations between each Designated Employee and 

the Acquirer; 

c.	 and with respect to each Designated Employee who receives an offer of
 

employment from the Acquirer:
 

(1) not prevent, prohibit, or restrict, or threaten to prevent, prohibit, or restrict the 

Designated Employee from being employed by the Acquirer, and shall not 

offer any incentive to the Designated Employee to decline employment with 

the Acquirer including, but not limited to, the Acquirer offering to hire the 

Designated Employee; 

(2) cooperate with the Acquirer in effecting transfer of the Designated Employee 

to the employ of the Acquirer, if the Designated Employee accepts an offer of 

employment from the Acquirer; 

(3) eliminate any confidentiality restrictions that would prevent the Designated 

Employee who accepts employment with the Acquirer from using or 

transferring to the Acquirer any information relating to the manufacture and 

sale of the Bosch ACRRR Product; and 

(4) unless alternative arrangements are agreed upon with the Acquirer, retain the 

obligation to pay the benefits of any Designated Employee who accepts 

employment with the Acquirer including, but not limited to, all accrued 

bonuses, vested pensions, and other accrued benefits. 

PROVIDED, HOWEVER, that subject to the conditions of continued employment 

prescribed in the Orders, this Paragraph VI.A. shall not prohibit Respondent Bosch from 

continuing to employ any Designated Employee under the terms of such employee’s 

employment as in effect prior to the date of the written offer of employment from the 

Acquirer to such employee. 

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B. Respondent Bosch shall not, for a period of two (2) years following the Divestiture Date, 

directly or indirectly, solicit, induce, or attempt to solicit or induce any Acquirer employee, 

who is employed by the Acquirer to terminate his or her employment relationship with the 

Acquirer. 

PROVIDED, HOWEVER, Respondent Bosch may place general advertisements for or 

conduct general searches for employees including, but not limited to, in newspapers, 

trade publications, websites, or other media not targeted specifically at the Acquirer’s 

employees; 

PROVIDED FURTHER, HOWEVER, Respondent Bosch may hire Designated 

Employees who apply for employment with Respondent Bosch as long as such 

employees were not solicited by Respondent Bosch in violation of this Paragraph. 

VII. (Compliance Reports) 

IT IS FURTHER ORDERED that within thirty (30) days after the date this Asset 

Maintenance Order becomes final, and every sixty (60) days thereafter until the Asset 

Maintenance Order terminates, Respondent Bosch 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 Asset Maintenance Order and the related Decision and 

Order; PROVIDED, HOWEVER, that, after the Decision and Order in this matter becomes final, 

the reports due under this Asset Maintenance Order shall be consolidated with, and submitted to 

the Commission at the same time as, the reports required to be submitted by Respondent Bosch 

pursuant to the Decision and Order. 

VIII. (Reorganization) 

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

least thirty (30) days prior to any proposed: 

A. dissolution of such Respondent; 

B. acquisition, merger or consolidation of Respondent; or 

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

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

arising out of the Orders. 

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IX. (Access) 

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

with the Orders, and subject to any legally recognized privilege, and upon written request and 

upon five (5) days notice to Respondent Bosch, Respondent Bosch shall, without restraint or 

interference, permit any duly authorized representative(s) of the Commission: 

A.	 access, during business office hours of Respondent Bosch 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 

Respondent Bosch Relating To compliance with the Orders, which copying services shall be 

provided by Respondent Bosch at its expense; and 

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

present, regarding such matters. 

X. (Termination) 

IT IS FURTHER ORDERED that this Asset Maintenance Order shall terminate on the 

earlier of: 

A. Three (3) days after the Commission withdraws its acceptance of the Consent Agreement
 

pursuant to the provisions of Commission Rule 2.34, 16 C.F.R. § 2.34; or
 

B. The later of: 

1. the day after the divestitures pursuant to Paragraph II of the Decision and Order are 

accomplished, or 

2. three (3) days after the related Decision and Order becomes final. 

By the Commission, Commissioner Rosch and Commissioner Ohlhausen dissenting. 

Donald S. Clark 

Secretary 

SEAL 

ISSUED: November 21, 2012 

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APPENDIX A
 

MONITOR AGREEMENT
 

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CONFIDENTIAL APPENDIX A-1
 

COMPENSATION PROVISION


 OF MONITOR AGREEMENT
 

[Redacted From the Public Record Version, But Incorporated By Reference]
 

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