Reports that the Department of Justice has begun drafting a lawsuit challenging Google Inc.'s (NASDAQ:GOOG) planned takeover of travel data provider ITA Software Inc. prompted a lot of speculation that the antitrust regulators will attempt to block the $700 million deal.
That speculation is likely wrong. Far more likely is a settlement that allows the merger to go through while placing conditions on Google requiring it to provide ITA data on fair terms to travel websites like Travelocity and Expedia.
In a number of deals, most recently Comcast Corp.'s (NASDAQ:CMCSA) takeover of NBC Universal Inc., the DOJ has shown an inclination to impose conduct remedies on buyers to alleviate competition concerns rather than block the acquisition. Among the conditions Comcast was forced to accept were provisions barring it from discriminating against rival content providers' Internet traffic.
Comcast also must comply with measures encouraging the growth of online TV programming. Other DOJ recent approvals with conduct remedies include Ticketmaster Entertainment Inc.'s purchase of Live Nation Inc.
Also, the DOJ would be taking a huge risk by mounting a court battle against the ITA deal. Yes, ITA offers the critical ingredient powering the established travel sites, which aren't thrilled about competing with the search behemoth or compensating it for ITA's services. But it is hard to argue convincingly that competition will be hurt by Google's entry into the market or that anti-discrimination safeguards Google has offered to introduce won't be adequate to keep competition robust.
So why is a case being readied?
Once antitrust regulators get well within a merger review, preparation of a lawsuit becomes almost perfunctory. If there's even the slightest chance of actual litigation, the agencies need to be prepared well before the decision to go to court.
Also, any merger that comes with an antitrust settlement must at least be formally challenged in court and must be approved by a judge.
But in this case, don't expect any fireworks soon.
Mayer Brown LLP hires Lawrence V. Berkovich as a partner in the banking and finance practice, amid "rapid growth of the CLO market." For other updates launch today's Movers & shakers slideshow.
The firm's Daniel Bonoff discusses the difficult environment for finding quality targets, but welcomes a hot market for issuers. More video