FTC Seeks To Undo Another Small, Completed Transaction

This week, the FTC announced a proposed consent agreement to alter another completed transaction that was too small to be reported under the Hart-Scott-Rodino Act ("HSR Act").

The FTC's complaint alleged that Solera Holdings Inc. and Actual Systems of America, Inc., through their subsidiaries, were competing providers of yard management systems software ("YMS") used by automotive recycling yards.  On May 29, 2012, Solera acquired Actual Systems and its subsidiaries through stock and asset purchase agreements for a collective value of approximately $8.7 million.  FTC also alleged that the YMS market is highly concentrated, with Solera and Actual Systems having been two of only three meaningful providers of YMS.  The FTC contended that the acquisition has substantially lessened competition for YMS in the U.S. and Canada.  In a proposed settlement, Solera agrees to sell certain assets related to Actual Systems to a third party formed by former Actual Systems managers.