121 0133

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 )

)

Corning Incorporated ) Docket No. C-4380

a corporation. )

__________________________________________)

COMPLAINT

Pursuant to the Clayton Act and the Federal Trade Commission Act (“FTC Act”), and its

authority thereunder, the Federal Trade Commission (“Commission”), having reason to believe

that Respondent Corning Incorporated (“Corning”), a corporation subject to the jurisdiction of

the Commission, has entered into an agreement to acquire substantially all of the assets of

Becton, Dickinson & Company’s Discovery Labware (“BDDL”) division, a company subject to

the jurisdiction of the Commission, in violation of Section 5 of the FTC Act, as amended, 15

U.S.C. § 45, and that such acquisition, if consummated, would violate Section 7 of the Clayton

Act, as amended, 15 U.S.C. § 18, and Section 5 of the FTC Act, as amended, 15 U.S.C. § 45, and

it appearing to the Commission that a proceeding in respect thereof would be in the public

interest, hereby issues its Complaint, stating its charges as follows:

I. RESPONDENT

1. Respondent Corning is a corporation organized, existing, and doing business

under, and by virtue of, the laws of the State of New York, with its office and principal place of

business located at One Riverfront Plaza, Corning, New York, 14831. Respondent Corning is

engaged in the research, development and production of tissue culture treated (“TCT”) flasks,

plates, and dishes used in cell culture.

2. Respondent Corning is, and at all times relevant herein has been, engaged in

commerce, as “commerce” is defined in Section 1 of the Clayton Act, as amended, 15 U.S.C. §

12, and is a company whose business is in or affects commerce, as “commerce” is defined in

Section 4 of the FTC Act, as amended, 15 U.S.C. § 44.
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II. THE ACQUIRED COMPANY

3. Becton, Dickinson & Company is a corporation organized, existing, and doing

business under, and by virtue of, the laws of the State of New Jersey, with its office and principal

place of business located at 1 Becton Drive, Franklin Lakes, New Jersey. BDDL’s office and

principal place of business is Two Oak Park Drive, Bedford, Massachusetts. Becton, Dickinson

& Company through its Discovery Labware division is engaged in the research, development

and production of TCT flasks, plates, and dishes used in cell culture.

4. Becton, Dickinson & Company is, and at all times relevant herein has been,

engaged in commerce, as “commerce” is defined in Section 1 of the Clayton Act, as amended,

15 U.S.C. § 12, and is a company whose business is in or affects commerce, as “commerce” is

defined in Section 4 of the FTC Act, as amended, 15 U.S.C. § 44.

III. THE PROPOSED ACQUISITION

5. Pursuant to an Asset Purchase Agreement (“Acquisition Agreement”) dated April

10, 2012, Corning proposes to acquire all nearly all of the assets of BDDL (the “Acquisition”).

IV. THE RELEVANT MARKETS

6. For the purposes of this Complaint, the relevant lines of commerce in which to

analyze the effects of the Acquisition are the production and sale of:

a. TCT cell culture multi-well plates;

b. TCT cell culture flasks; and

c. TCT cell culture dishes.

7. For the purposes of this complaint, North America is the relevant geographic area

in which to analyze the effects of the Acquisition in the relevant lines of commerce.
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V. THE STRUCTURE OF THE MARKETS

8. TCT cell culture multi-well plates, flasks and dishes are plastic containers that

have been specially treated to promote cell growth. Scientific researchers use these products as

surfaces or containers upon which to cultivate cells. Each type of cell culture vessel has a

distinct application, and purchasers would not switch between types of cell culture vessels, or to

any other product, if faced with a small but significant and non-transitory increase in the price of

TCT cell culture multi-well plates, flasks or dishes.

9. The markets for TCT cell culture multi-well plates, flasks and dishes are highly

concentrated. Corning and BDDL are the two leading suppliers in each of these markets. 

Although other firms such as Thermo Fisher and Greiner Bio-One participate in this market,

their market shares are substantially smaller than those of either Corning or BDDL. The

proposed acquisition would significantly increase concentration in the markets for TCT cell

culture multi-well plates, flasks and dishes.

VI. ENTRY CONDITIONS

10. Entry into the relevant markets would not be timely, likely, or sufficient in

magnitude, character, and scope to deter or counteract the anticompetitive effects of the

Acquisition. Entry would not take place in a timely manner because of the significant time and

expense required to develop manufacturing capabilities and develop a reputation for product

quality among research scientists.

VII. EFFECTS OF THE ACQUISITION

11. The effects of the Acquisition, if consummated, may be to substantially lessen

competition and to tend to create a monopoly in the relevant markets in violation of Section 7 of

the Clayton Act, as amended, 15 U.S.C. § 18, and Section 5 of the FTC Act, as amended,

15 U.S.C. § 45, by eliminating actual, direct, and substantial competition between Corning and

BDDL in the markets for TCT cell culture multi-well plates, flasks, and dishes, thereby: (1)

increasing the likelihood that Corning would unilaterally exercise market power in these

markets; and (2) increasing the likelihood that consumers would be forced to pay higher prices

for these products.

VIII. VIOLATIONS CHARGED

12. The Acquisition Agreement described in Paragraph 5 constitutes a violation of

Section 5 of the FTC Act, as amended, 15 U.S.C. § 45.

13. The Acquisition described in Paragraph 5, if consummated, would constitute a

violation of Section 7 of the Clayton Act, as amended, 15 U.S.C. § 18, and Section 5 of the FTC

Act, as amended, 15 U.S.C. § 45.
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WHEREFORE, THE PREMISES CONSIDERED, the Federal Trade Commission on

this twentieth day of December, 2012, issues its Complaint against said Respondent.

By the Commission.

Donald S. Clark

Secretary

SEAL: