The closing of Cargill and Continental Grain's45.3亿美元计划购买家禽巨头桑德森农场看起来很有前途首次宣布交易时last summer. Once Sanderson was combined with Continental Grain subsidiary Wayne Farms to create a new privately held company, it would become the third-largest U.S. poultry processor and employ over 25,000 people, Wayne Farms CEO克林特河告诉食物潜水今年11月。
当时他说：“这是一个机会并不经常出现。”
But while the companies initially expected the transaction to close in December 2021 or early 2022, the timeline is now uncertain, as they continue to await regulatory approval from the Federal Trade Commission. In December, Sanderson Farms在证券和交换文件中揭示that the Department of Justice, which enforces federal antitrust laws, had made a second request for information in its review of the deal.
2月，一群议员包括伊丽莎白·沃伦（Elizabeth Warren）（D-Mass。）和伯尼·桑德斯（Bernie Sanders）（I-VT。）给司法部的信raising “significant antitrust concerns” about the planned merger and its potential to increase the major poultry companies’ monopoly power and ultimately consumer prices on chicken. They urged the DOJ to do a thorough review of the deal.
The scrutiny comes as President Biden hascalled out market concentrationamong all large meat producers, including the "Big Four" poultry processors — Tyson, JBS, Perdue and Sanderson Farms — which combined control 54% of the poultry market.
As of early March, the deal was thought to be unlikely to pass without changes to the terms of the purchase agreement,according to a report by CNBC.
在对食物潜水的回应中，嘉吉和大陆谷物表示，他们将继续与司法部合作，并相信交易的通过“将确保有强大而有竞争力的美国食品供应”。桑德森农场没有回应置评请求。
但是，随着合并摊位的批准，专家指出了这笔交易的动态，这可能会使其通行复杂化，并可能对肉类行业的未来并购交易进行持续的监管审查。
Legal setbacks
The inability so far to close the deal suggests that there could be significant legal hurdles for meat and poultry giants aiming to merge going forward given the Biden administration’s tough stance on market concentration in the industry. At the same time, the记录利润公司正在看到在食品价格迅速上涨的情况下，可以加剧反对进一步巩固的反对。
Rutgers Law School的Antrust Law教授Michael Carrier表示，由于合并将使前四名鸡提供商的市场份额从54％到60％，“这似乎是一个合并的行业”。
John Lopatka, professor of antitrust law at Penn State Law, said that the DOJ views mergers of this caliber by their type. A “horizontal merger” involves one company acquiring a competitor, while a “vertical merger” means the combination of two companies that aren't direct competitors but that both operate in the same supply chain.
According to Lopatka, in merger and acquisition cases such as Sanderson and Wayne, regulators will try to define which markets they serve, and whether there is overlap between the companies’ functions.
在这种情况下，这笔交易等于垂直合并，因为嘉吉会生产鸡肉饲料，而桑德森和韦恩则饲养家禽以供消费。Lopatka说，这可能会阻碍合并的批准，如果监管机构认为鸡肉饲料提供商的问题是有问题的，那么就可以在家禽市场上拥有市场份额。
洛帕特卡（Lopatka）指的是潜在的新公司的竞争对手，他说：“大多数论点都集中在这样的想法中，供应商将不利。”
Regulators at the DOJ could be concerned that Cargill controls half of the chicken feed market, and that it could charge rivals higher prices on these inputs, according to Carrier. He said that Jonathan坎特司法部反托拉斯分部的助理检察长，有动力进行这种对供应链的审查。
“从历史上看，这些机构并没有关注这一点，但是在过去的几年中，人们更加重点。”“坎特说，垂直合并应该在桌子上。”
In the event that regulators decide that the merger is anticompetitive and the DOJ sued the companies to stop the merger, it would be up to Cargill, Continental Grain and Sanderson Farms to prove that despite the apparent reduction in competition, there would be efficiencies like cost-savings for consumers, Lopatka said.
While discussing the proposed merger last fall, executives pointed to the potential synergies between the two businesses, including their sharing of best practices to save money and increase production. This would ultimately benefit family farmers that supply Sanderson and Wayne, they argued.
But the broiler chicken industry’s history of反竞争行为complicates the optics of the deal, according to Carrier. Charges of price fixing among the biggest producers have roiled the industry for years, leading to significant settlements and even一些刑事指控。同时，DOJ is moving forward with its prosecution在固定案例中，“四大”生产商在前所未有的第三次。
Congress is also concerned about the appearance of a lack of competition in the larger meat space. At a上周国会听证会，立法者烤了四个最大的肉类包装员的首席执行官，说明为什么在高昂的食品价格时期积累创纪录的利润。
据洛帕特卡（Lopatka）称，考虑到拜登政府对肉类行业的特定反固结立场，即使协议条款更改，合并是否将得到监管机构的批准，还有待观察。他说，根据奥巴马或特朗普政府的传统合并分析，将更有可能进行，但这在拜登政府下发生了变化。
“I think both government agencies are now ideologically driven. Whenever there’s a new administration, there could be a change of emphasis,” Lopatka said. “The antitrust enforcers that have been appointed are unabashedly driven by political ideology.”
有些支持拜登更严格的反托拉斯立场。进步智囊团罗斯福研究所（Roosevelt Institute）公司权力总监尼科·卢西亚尼（Niko Lusiani）表示，政府对少数公司进行企业集中的态度为更具创新，负担得起和民主的市场提供了途径。
"This is the role the Federal government should be playing: not cow-towing to the corporate powers-that-be, but standing up on behalf of the public as a counterweight to concentrated private power," Lusiani said.
The scrutiny that the Sanderson and Wayne merger is receiving also could cast a wider shadow over other industry deals, experts say. As antitrust enforcement has intensified, the Biden DOJ is acting out of a desire to extend enforcement into different sectors, such as food.
“In the past, there's been a focus on just a few areas, for example the pharmaceutical industry, and in the last five years Big Tech,” Carrier said. “I think that the Biden administration will look to make a statement in other areas."
克里斯托弗·多尔（Christopher Doering）为这个故事做出了贡献。
