Information

The United States of America, acting through its attorneys, charges:

DESCRIPTION OF THE OFFENSE

1. Chinook Group, Limited ("the defendant"), a corporation organized and existing under the laws of Ontario, Canada, is made a defendant on the charge stated below.

2. Beginning in part at least as early as January 1988 and continuing until at least September 29, 1998, the exact dates being unknown to the United States, the defendant and co-conspirators entered into and participated in a combination and conspiracy to suppress and eliminate competition by fixing the price, allocating customers for, and the volume of choline chloride manufactured by the defendant and its co-conspirators and sold by them in the United States and elsewhere. The combination and conspiracy engaged in by the defendant and its co-conspirators was in unreasonable restraint of interstate and foreign trade and commerce in violation of Section 1 of the Sherman Act (15 U.S.C. § 1).

3. The charged combination and conspiracy consisted of a continuing agreement, understanding, and concert of action among the defendant and co-conspirators, the substantial terms of which were to:

1. agree to fix, increase, and maintain prices and to coordinate price increases for the sale of choline chloride in the United States and elsewhere;
2. agree to allocate among the defendant and corporate conspirators the volume of sales of choline chloride in the United States and elsewhere;
3. agree to allocate among the defendant and corporate conspirators customers of choline chloride in the United States and elsewhere;
4. allocate among the defendant and corporate conspirators all or part of certain contracts to supply choline chloride to various customers located throughout the United States;
5. refrain from submitting bids, or to submit collusive, non-competitive, and rigged bids to supply choline chloride to various customers located in the United States; and
6. supply choline chloride to various customers located throughout the United States at non-competitive prices and receive compensation therefore.

4. For the purpose of forming and carrying out the charged combination and conspiracy, the defendant and co-conspirators did those things that they combined and conspired to do, including, among other things:

1. participating in meetings and conversations in the United States and elsewhere to discuss the prices and volumes of choline chloride sold in the United States and elsewhere;
2. agreeing, during such meetings and conversations, to charge prices at specified levels and otherwise to fix, increase and maintain prices of choline chloride sold in the United States and elsewhere;
3. agreeing, during such meetings and conversations, to allocate among the defendant and corporate conspirators the approximate volume of choline chloride to be sold by the defendant and each corporate conspirator in the United States and elsewhere;
4. agreeing, during such meetings and conversations, to allocate among the defendant and corporate conspirators customers of choline chloride in the United States and elsewhere;
5. agreeing, during such meetings and conversations, to divide markets worldwide for choline chloride among themselves;
6. agreeing, during such meetings and conversations, to restrict choline chloride producing capacity among the defendant and corporate conspirators;
7. exchanging sales and customer information for the purpose of monitoring and enforcing adherence to the above-described agreements;
8. issuing price announcements and price quotations in accordance with the agreements reached;
9. discussing among co-conspirators the submission of prospective bids to supply choline chloride to customers located throughout the United States;
10. designating whether the defendant or another corporate conspirator would be the designated low bidder for contracts to supply choline chloride to customers located throughout the United States;
11. discussing and agreeing upon prices to be contained within the bids for contracts to supply choline chloride to customers in the United States;
12. refraining from bidding or submitting intentionally high, complementary bids for the contracts to supply choline chloride to customers in the United States; and
13. supplying choline chloride to various customers in the United States at non-competitive prices and receiving compensation therefore.

5. Choline chloride is a vitamin of the B-complex group. Choline chloride, or vitamin B4, is sold by manufacturers and resellers to customers in the animal nutrition industry. Choline chloride is an ingredient necessary for the proper growth and development of animals.

DEFENDANT AND CO-CONSPIRATORS

6. During the period covered by this Information, Chinook Group was a limited partnership that was organized and existed under the laws of Ontario, Canada, with its principal place of business in Toronto, Canada, and was engaged in the manufacture and sale of choline chloride to customers in the United States and elsewhere. The defendant is the legal successor to Chinook Group, which was merged into the defendant on June 30, 1999. The defendant is a corporation organized and existing under the laws of Ontario, Canada, with its principal place of business in Toronto, Canada and is engaged in the manufacture and sale of choline chloride to customers in the United States and elsewhere.

7. Various corporations and individuals not made defendants herein participated as co-conspirators in the offense charged herein and performed acts and made statements in furtherance thereof.

8. Wherever in this Information reference is made to any act, deed, or transaction of a corporation or other business entity, the allegation means that the corporation or other business entity engaged in the act, deed, or transaction by or through its officers, directors, agents, employees, or representatives while they were actively engaged in the management, direction, control, or transaction of its business or affairs. Wherever in this Information reference is made to any act, deed, or transaction of the defendant, the allegation means that the act, deed, or transaction was engaged in by the defendant's legal predecessor, Chinook Group, a former limited partnership that was organized and existed under the laws of Ontario, Canada, with its principal place of business in Toronto, Canada, and was engaged in the manufacture and sale of choline chloride to customers in the United States and elsewhere.

IV

TRADE AND COMMERCE

9. During the period covered by this Information, the defendant and its co-conspirators sold and distributed a substantial quantity of choline chloride in a continuous and uninterrupted flow of interstate and foreign trade and commerce to customers located in states or countries other than the states or countries in which the choline chloride was produced.

10. During the period covered by this Information, the activities of the defendant and co-conspirators thatare the subject of this Information were within the flow of, and substantially affected, interstate and foreign trade and commerce.