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Federal Register / Vol. 86, No. 108 / Tuesday, June 8, 2021 / Notices
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two of these markets, CGB and Bunge are the only elevators available to area farmers. Famers located within these geographic areas depend on this competition to obtain a competitive price for their grain. ZGCs acquisition of Bunges elevators will substantially lessen competition for the purchase of corn and soybeans in these markets, enabling it to unilaterally depress prices paid to farmers for their crops.
22. Because there are few alternative grain purchasers within these geographic areas, purchases of grain are highly concentrated, with the Defendants accounting for a majority of corn and/or soybean purchases in a given year. For example, in 2019, the Defendants purchased upwards of 95%
of the total corn and soybean output of farmers in Pemiscot County, Missouri;
Pemiscot County falls within the draw area of Bunges Caruthersville, Missouri river elevator, and the draw areas of CGBs Caruthersville and Cottonwood, Missouri river elevators.
23. By eliminating head-to-head competition between ZGC and its affiliate CGB and Bunge for grain purchases in these geographic markets, the proposed acquisition would result in lower prices paid to farmers, lower quality of services offered to farmers at the grain origination elevators, and reduced choice of outlets for farmers to sell their grain. The proposed transaction would substantially lessen competition and harm the many farmers selling their crops to river elevators along the Mississippi River and its tributaries.
V. Absence of Countervailing Factors 24. New entry and expansion by competitors likely will not be timely and sufficient in scope to prevent the acquisitions likely anticompetitive effects. New elevators are unlikely to be constructed in these geographic markets because of the high cost of construction and the difficulty of finding appropriate locations to build such a facility along the Mississippi or its tributaries. Even assuming such a location could be found and regulatory and permitting requirements could be fulfilled, constructing a river elevator would take approximately two years to complete.
25. The proposed acquisition is unlikely to generate verifiable, mergerspecific efficiencies sufficient to reverse or outweigh the anticompetitive effects likely to occur.
VII. Violation Alleged 26. The United States hereby incorporates the allegations of paragraphs 1 through 26 above as if set forth fully herein.

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27. ZGCs proposed acquisition of the Bunge elevators is likely to substantially lessen competition in the relevant markets, in violation of Section 7 of the Clayton Act, 15 U.S.C. 18.
28. Unless enjoined, the proposed acquisition would likely have the following anticompetitive effects, among others:
a Eliminate present and future competition between ZGC and affiliate CGB and Bunge in the each of the relevant geographic markets for the purchase of corn and the purchase of soybeans;
b cause prices paid to farmers for corn and soybeans to be lower than they would be otherwise; and c reduce quality, service, and choice for American farmers.
VIII. Request for Relief 29. The United States requests that the Court:
a Adjudge ZGCs acquisition of Bunges elevators to violate Section 7 of the Clayton Act, 15 U.S.C. 18;
b permanently enjoin Defendants from consummating ZGCs proposed acquisition of Bunges elevators or from entering into or carrying out any other agreement, understanding, or plan by which the assets or businesses of ZGC
and Bunge would be combined;
c award the United States its costs of this action; and d grant the United States such other relief the Court deems just and proper.

UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLUMBIA
United States of America, Plaintiff, v. ZenNoh Grain Corp., and Bunge North America, Inc., Defendants.
Civil Action No.: 1:21cv1482RJL
Judge Richard J. Leon
Proposed Final Judgment Whereas, Plaintiff, United States of America, filed its Complaint on lll, 2021;
And whereas, the United States and Defendants, Zen-Noh Grain Corp. and Bunge North America, Inc., by their respective attorneys, have consented to entry of this Final Judgment without the taking of testimony, without trial or adjudication of any issue of fact or law, and without this Final Judgment constituting any evidence against or admission by any party regarding any issue of fact or law;
And whereas, Defendants agree to make certain divestitures to remedy the loss of competition alleged in the Complaint;
And whereas, Defendants represent that the divestitures and other relief required by this Final Judgment can and will be made and that Defendants will not later raise a claim of hardship or difficulty as grounds for asking the Court to modify any provision of this Final Judgment;
Now therefore, it is ordered, adjudged, and decreed:

I. Jurisdiction The Court has jurisdiction over the subject matter of and each of the parties to this action. The Complaint states a Dated: June 1, 2021.
claim upon which relief may be granted Respectfully submitted, against Defendants under Section 7 of FOR PLAINTIFF UNITED STATES:
the Clayton Act, as amended 15 U.S.C.
lllllllllllllllllllll 18.
Richard A. Powers Acting Assistant Attorney General for Antitrust lllllllllllllllllllll Kathleen S. ONeill Senior Director of Investigations & Litigation lllllllllllllllllllll Robert A. Lepore Chief, Transportation, Energy & Agriculture Section lllllllllllllllllllll Katherine A. Celeste Assistant Chief, Transportation, Energy &
Agriculture Section lllllllllllllllllllll Jill Ptacek
Michele B. Cano Jessica Butler-Arkow D.C. 43022
Attorneys for the United States U.S. Department of Justice, Antitrust Division, 450 Fifth Street NW, Suite 8000, Washington, DC 20530, Tel: 202 3076607, Fax: 202 6162441, Email: jill.ptacek@
usdoj.gov Lead attorney to be noticed
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II. Definitions As used in this Final Judgment:
A. Acquirer or Acquirers means Viserion or another entity or entities to which Defendants divest the Divestiture Assets.
B. ZGC means Zen-Noh Grain Corp., a Louisiana corporation headquartered in Covington, Louisiana, its successors and assigns, and its subsidiaries, divisions, groups, affiliates including CGB, partnerships, and joint ventures, and their directors, officers, managers, agents, and employees.
C. Bunge means Bunge North America, Inc., a New York corporation headquartered in Chesterfield, Missouri, its successors and assigns, and its subsidiaries, divisions, groups, affiliates, partnerships, and joint ventures, and their directors, officers, managers, agents, and employees.

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