Dun & Bradstreet Corp. today agreed to un-do key parts of its 2009 acquisition of an education marketing data company to settle Federal Trade Commission charges that the union was anticompetitive.
The company's $29 million deal to buy Quality Educational Data Inc., a division of Scholastic Inc., fell well below the Hart-Scott-Rodino Act’s mandatory reporting threshold of $63.4 million, which meant the FTC did not review the deal prior to closing.
The FTC sued Dun & Bradstreet in May 2010, more than a year after the deal closed, alleging that the combination of the two companies created a near monopoly. In an administrative complaint, the FTC charged that deal violated Section 5 the FTC Act and Section 7 of the Clayton Act.
According to the FTC, the merged companies controlled more than 90% of the market for kindergarten through 12th grade marketing data, which is used to market books, educational materials and other products to teachers and other educators nationwide.
The settlement calls for Dun & Bradstreet to divest certain assets to MCH Inc., an institutional and educational data company, including an updated K-12 database, the QED name and certain associated intellectual property.
Also, customers have the right to terminate their contracts with Dun & Bradstreet. In a sample letter to customers included in the settlement documents, the company wrote that although it “strongly believes that the acquisition is consistent with the antitrust laws, we have decided to settle the charges.”
Dun & Bradstreet was represented by its general counsel, Jeffrey Hurwitz, and outside counsel Wayne Dale Collins of Sherman & Sterling.
FTC lawyers who worked on the case included Leonard Gordon, Joseph Brownman, William Efron, Jonathan Platt, Gerald Stein and Victoria Jeffries.