You are on page 1of 12
SOLVAY SOLVAY SERVICE JURIDIQUE UNITED STATES OF AMERICA BEFORE THE FEDERAL TRADE COMMISSION In the Matter of Solvay S.A., a foreign corporation Docket No. C-4046 PETITION OF SOLVAY S.A. TO REOPEN AND MODIFY HOLD SEPARATE ORDER Pursuant to §2.51(b) of the Rules of Practice and Procedure of the Federal Trade Commission (the “Commission”), 16 C.F.R. et seq. (2002) (the “Commission's Rules”), Solvay S.A., a company organized under the laws of Belgium (“Solvay”), hereby petitions the Commission to approve its request to reopen and modify the Hold Separate ‘Order in the above-captioned matter (the “Hold Separate”) to the extent and for the purpose specified in this petition. Paragraph DU.C.1 of the Hold Separate provides for the appointment of a Solvay Fluoropolymers Manager (as such term is defined in the Hold Separate) to assist the Hold Separate Trustee (as such term is defined in the Hold Separate) in managing the businesses held separate pending divestiture. The Commission appointed Gary Mularski, an employee of Solvay Fluoropolymers, nc., a Delaware corporation (“SFP», as the Solvay Fluoropolymers Manager. Paragraph IIL.C.S of the Hold Separate prohibits Solvay from retaining the services of the Solvay Fiuoropolymers ‘Manager for two years after the termination of the Hold Separate (the “Closing”). The ‘Hold Separate terminated on January 21, 2003, when Solvay divested the required assets to Dyneon LLC, a Delaware limited liability company (“Dyneon”). After February 28, 2003, Mr. Mularski’s employment will not continue in the Solvay Fluoropolymers Business or the Solvay VF2 Joint Venture Business, Solvay proposes to hire Mr. ‘Mularski to work at a business unit that is not related to either of the Solvay Fluoropolymers Business or the Solvay VF: Joint Venture Business, and Dyneon does not object to the hiring of Mr. Mularski by Solvay to work at such a business unit. Accordingly, Solvay petitions the Commission to reopen and modify the Hold Separate to permit Solvay to hire Mr. Mularski promptly following the termination of ‘Mr. Mularski’s employment with SFI. i Eacts Dyneon acquired SFI pursuant to approval by the Commission on January 17, 2003 of Solvay’s proposed divestiture of the Solvay Fluoropolymers Business and the Solvay VF2 Joint Venture Business (as such terms are defined in the Hold Separate). Pursuant to paragraph IKK of the Hold Separate, Mr. Mularski was appointed as the Solvay Fluoropolymers Manager during the period prior to the Closing. Solvay desires to employ Mt. Mularski, after the termination of his employment with SFI, as the Souther Key Accounts Manager for Solvay Minerals, Inc., an affiliate of Solvay (“Solvay Minerals”). Solvay Minerals is engaged in the business of producing and selling soda ash; it is not engaged in the research, development, manufacture, marketing, sale or distribution of polyvinylidene fluoride (“PVDF”) or vinylidene fluoride (“VF;”) and does not compete with SFI or Alventia LLC. Mr. Mularski’s responsibilities as the Southem Key Accounts Manager for Solvay Minerals shall be primarily related to the production ‘and sale of soda ash, and will not relate, directly or indirectly, to the research, development, manufacture, marketing, sale or distribution of PVDF or VE2. Mr. ‘Mularski’s proposed employment with Solvay Minerals will be consistent with any continuing confidentiality, non-comnpetition, or fiduciary obligations that Mr. Mularski may owe SFI or Dyneon. IL Applicable Provisions of Hold Separate Paragraph TIL.C.S of the Hold Separate provides that Solvay shall not retain the services of Mr. Mularski for a period of two years following the Closing as follows: For a period of two (2) years beginning after the termination of this Hold Separate, Respondent shall not retain the services of the Solvay Fluoropolymers Manager. Likewise, paragraph ILH of the Commission’s Decision and Order states: Respondent shall comply fully with all terms and provisions of the Hold Separate, including, but not limited ‘0, provisions restricting Respondent's employment of persons participating in the management of assets held ‘separate. TL. Proposed Modification of Hold Separate Solvay requests that the Commission reopen the Hold Separate and approve a modification of paragraph IIL.C.S of the Hold Separate to permit Solvay to employ Mr. Mularski, following the termination of his employment with SFI, in the position of Southemn Key Accounts Manager for Solvay Minerals. In particular, Solvay requests that the last sentence of paragraph UI.C.5 of the Hold Separate be amended and restated in its entirety as follows: