) 

In the Matter of ) 

 ) 

 ) 

HEIDELBERGCEMENT AG, ) 

a corporation; ) 

 ) File Number: 1510200 

and ) 

 ) 

ITALCEMENTI S.p.A, ) 

a corporation. ) 

 ) 

 ) 

AGREEMENT CONTAINING CONSENT ORDERS

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

proposed acquisition by Respondent HeidelbergCement AG (“Heidelberg”) of Respondent 

Italcementi S.p.A. (“Italcementi”), hereinafter referred to as “Proposed Respondents,” and it now 

appearing that Proposed Respondents are 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 Respondents, by their duly authorized 

officers and attorneys, and counsel for the Commission that: 

1. Proposed Heidelberg is a corporation organized, existing, and doing business under and 

by virtue the laws of Germany, having its registered seat in Heidelberg, registered with 

the commercial register of the local court of Mannheim under no. HRB 330082, with its 

registered business address at Berliner Straße 6, 69120 Heidelberg, Germany. 

Heidelberg’s principal U.S. subsidiary, Lehigh Hanson, Inc., is a corporation organized, 

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

with its U.S. headquarters and principal place of business located at 300 East John 

Carpenter Freeway, Irving, TX 75062. 

2. Proposed Respondent Italcementi is a corporation organized, existing, and doing business 

under and by virtue of the laws of Italy, having its seat in Bergamo, registered with 

Bergamo Chamber of Commerce under no. 00637110164, with its registered business 

address at Via Camozzi 124, 24121 Bergamo, Italy. Italcementi’s principal U.S. 

subsidiary, Essroc Cement Corp., is a corporation organized, existing, and doing business 

under and by virtue of the laws of the State of Pennsylvania, with its U.S. headquarters 

and principal place of business located at 3251 Bath Pike, Nazareth, PA 18064. 

3. Proposed Respondents admit all the jurisdictional facts set forth in the draft of Complaint 

here attached. 
 

4. Proposed Respondents waive: 

a. Any further procedural steps;

b. The requirement that the Commission’s Decision and Order and Order to 

Maintain Assets, both attached hereto and made a part hereof, contain statements 

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 and Order to Maintain Assets entered pursuant to this 

Consent Agreement; and

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

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

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

Consent Agreement for public comment. 

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

Respondents, the Proposed Respondents shall each submit an initial compliance report, 

pursuant to Section 2.33 of the Commission Rules, 16 C.F.R. § 2.33. Each compliance 

report shall set forth in detail the manner in which the Proposed Respondents have 

complied, are complying, and will comply with the Consent Agreement, the Order to 

Maintain Assets, and the Decision and Order. The proposed Respondents shall provide 

sufficient information and documentation to enable the Commission to determine 

independently that the Proposed Respondents are in compliance with the Consent 

Agreement and each of the Orders. 

7. Each compliance report shall be either verified by a notarized signature or sworn 

statement or self-verified in a 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. The Proposed Respondents shall file 

an original report and one copy with the Secretary of the Commission, and shall send at 

least one copy directly to the Bureau of Competition’s Compliance Division. The copy 

provided to the Compliance Division may be provided in electronic format. 

8. 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. This Consent Agreement, if it is 

accepted by the Commission, 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 

each Proposed Respondent, in which event the Commission will take such action as it 

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

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

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

admission by Proposed Respondents 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.

10. This Consent Agreement contemplates that, if it is accepted by the Commission, the 

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

with the draft 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 

Respondents, issue the attached Decision and Order containing an order to divest and 

providing for other relief in the disposition of the proceeding. 

11. When final, the Decision and Order and 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 as provided by statute for other orders. The Decision and Order and Order 

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

Decision and Order, and the Order to Maintain Assets to a Proposed Respondent by any 

means provided in Commission Rule 4.4(a), 16 C.F.R. § 4.4(a), including, without 

limitation, delivery to an office within the United States of the counsel for a Proposed 

Respondent identified on this Consent Agreement, shall constitute service. Proposed 

Respondents waive any rights they may have to any other manner of service. Proposed 

Respondents also waive any right they may otherwise have to service of any Appendices 

attached or incorporated by reference into the Decision and Order or Order to Maintain 

Assets, if Proposed Respondents are already in possession of copies of such Appendices, 

and agree that each 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 such Appendices. 

12. 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 vary or contradict the terms of the Decision and 

Order or the Order to Maintain Assets.

13. By signing this Consent Agreement, Proposed Respondents represent and warrant that 

they can fulfill all the terms of the Order to Maintain Assets and accomplish the full relief 

contemplated by the attached Decision and Order (including effectuating the required 

divestiture, as well as any necessary assignments or transfers) and that all parents, 

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

by this Consent Agreement are parties to this Consent Agreement or within the control of 

parties to this Consent Agreement.
14. Proposed Respondents agree that they shall interpret the Divestiture Agreements, as that 

term is used in 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. 

15. Proposed Respondents have read the draft of the Complaint, the Decision and Order, and 

the Order to Maintain Assets. Proposed Respondents understand that once the Decision 

and Order and Order to Maintain Assets have been issued, the Proposed Respondents will 

be required to file one or more compliance reports showing that the Proposed 

Respondents have fully complied with the Decision and Order and the Order to Maintain 

Assets.

16. Proposed Respondents agree to comply with the terms of the proposed Decision and 

Order and Order to Maintain Assets from the date such Respondent signs this Consent 

Agreement. Proposed Respondents further understand that each may be liable for civil 

penalties in the amount provided by law for each violation of the Decision and Order and 

of the Order to Maintain Assets after such Orders become final.
HeidelbergCement AG

____________________________________ 

[name]

Chief Executive Officer

HeidelbergCement AG

Dated: _____________ 

___________________________________ 

[name]

[Chief Legal]

HeidelbergCement AG

Dated: ____________ 

____________________________________ 

David P. Wales

JonesDay

Attorneys for HeidelbergCement AG

Dated: _____________ 

Italcementi S.p.A. 

___________________________________ 

[name]

Chairman and Chief Executive Officer

Italcementi S.p.A. 

Dated: _____________ 

___________________________________ 

Mark W. Nelson 

Cleary Gottlieb Steen & Hamilton LLP

Attorney for Italcementi S.p.A. 

Dated: _____________ 

FEDERAL TRADE COMMISSION

 

_______________________ 

James E. Southworth 

Peter Colwell

Joseph R. Neely

Attorneys 

Bureau of Competition 

Approved: 

______________________________ 

Michael R. Moiseyev

Assistant Director, Mergers I Division

Bureau of Competition 

 

 

_____________________________ 

James R. Weiss

Deputy Assistant Director, Mergers I Division

Bureau of Competition 

_____________________________ 

Deborah L. Feinstein

Director

Bureau of Competition