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LOWELL R. STERN
MICHAEL E. ANTALICS
CENTRAL DISTRICT OF CALIFORNIA
It is hereby stipulated and agreed by and between the undersigned parties, subject to approval and entry by the Court, that the December 24, 2008 Order to Preserve and Maintain Assets shall be modified to read as follows:
ORDER TO PRESERVE AND MAINTAIN ASSETS
1. Plaintiff United States filed a complaint on December 18, 2008, alleging that Defendant Microsemi Corporation's ("Microsemi") acquisition of substantially all of the assets of Semicoa, Inc. ("Semicoa") violated Section 7 of the Clayton Act, 15 U.S.C. § 18, and Section 2 of the Sherman Act, 15 U.S.C. § 2.
2. Plaintiff seeks preliminary and permanent equitable and other relief to remedy the alleged harm to competition, including the divestiture of the acquired assets.
3. Defendant Microsemi has agreed to preserve and maintain the assets it acquired from Semicoa pending a resolution on the merits of this action.
4. Microsemi agrees to this Order.
WHEREFORE, for good cause shown, it is hereby ORDERED:
For the purpose of this Order, the following definitions shall apply:
A. "Microsemi" means Defendant Microsemi Corporation, a Delaware corporation with its headquarters in Irvine, CA, its successors and assigns, and its subsidiaries, divisions, groups, affiliates, partnerships and joint ventures, and their directors, officers, managers, agents, and employees.
B. "Semicoa" means Semicoa, Inc., a California corporation with its headquarters in Costa Mesa, CA, its successors and assigns, and its subsidiaries, divisions, groups, affiliates, partnerships and joint ventures, and their directors, officers, managers, agents, and employees.
C. "Semicoa Assets" means all assets acquired by Microsemi from Semicoa on July 14, 2008, including but not limited to:
It is FURTHER ORDERED that:
A. Unless the United States consents in writing, Microsemi, and its officers, agents, servants, employees, and attorneys, and those persons in active concert or participation with Microsemi who receive actual notice of this Order by personal service or otherwise, are hereby ordered to preserve and maintain the Semicoa Assets, and are restrained from
or causing or assisting others in carrying out any of these prohibited activities.
B. Unless the United States consents in writing, Microsemi, and its officers, agents, servants, employees, and attorneys, and those persons in active concert or participation with Microsemi who receive actual notice of this Order by personal service or otherwise, are hereby ordered
C. Microsemi is hereby ordered to appoint a person or persons to oversee the Semicoa Assets who will be responsible for Microsemi's compliance with this Order and shall have complete managerial responsibility for such assets.
D. The United States may consent to a divestiture of the Semicoa Assets by Microsemi if the United States determines, in its sole discretion, that the Semicoa Assets can and will be used by the acquirer of the Semicoa Assets as part of a viable, ongoing business engaged in the development, manufacture, and sale of transistors and diodes and that such divestiture will remedy the competitive harm alleged in the complaint. Any divestiture of the Semicoa Assets: (1) shall be made to an acquirer that, in the United States's sole judgment, has the intent and capability (including the necessary managerial, operational, technical, and financial capability) of competing effectively in the business of developing, manufacturing, and selling transistors and diodes; and (2) shall be accomplished so as to satisfy the United States, in its sole discretion, that none of the terms of any agreement between an acquirer and Microsemi gives Microsemi the ability unreasonably to raise the acquirer's costs, to lower the acquirer's efficiency, or otherwise to interfere in the ability of the acquirer to compete effectively.
E. This Order shall not expire until Judgment is entered in this matter and any appeals are final.
F. This Order is without prejudice to the United States seeking additional relief at any time pending a final determination of the merits.
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that on the 4th August of July, 2009, I will electronically file the foregoing with the Clerk of Court using the CM/ECF system, which will then send a notification of such filing (NEF) to the following:
Brett J. Williamson
Michael E. Antalics