Plaintiff's Response To Motion To Compel A Discovery Response To The First Interrogatory Of Dean Foods Company : U.S. And Plaintiff States V. Dean Foods Co. - Exhibit 3

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In Re: Dean-Wisconsin Merger Investigation 12/23/2009

1

1


2IN RE: DEAN ACQUISITION OF

3FOREMOST FARMS,

4CONSUMER PRODUCTS DIVISION

5


6ORIGINAL

7

Deposition of DAVE FUHRMANN

8

Wednesday, December 23rd, 2009

9

108:12 a.m.

11at

12QUARLES & BRADY LLP
33 East Main Street - Suite 900
13 Madison, Wisconsin

14

15

16

17

18

19

20Reported by Sarah M. Sondag, RPR, RMR

21


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In Re: Dean-Wisconsin Merger Investigation 12/23/2009

85

1of -- I'm sorry, into Rabobank's valuation of the

2Foremost business?

3A I don't recall. You would have to look through

4their -- I would have to look through this again.

5QDid Foremost discuss the anti-trust risk of the

6Dean/Foremost transaction with Dean?

7AYes.

8QTell me about those discussions.

9AWhy don't you ask some specific questions.

10QOkay. Did Foremost ask Dean to take the anti-trust

11risk?

12AYes.

13QAnd what did Dean say?

14AThey had different answers at different times.

15QWhat was their first answer?

16AInitially Deans wanted us to share in that risk.

17QWas this an important part of the negotiations?

18AYes.

19QIt was important on the Foremost side?

20AYes.

21QWhy did Dean end up taking the anti-trust risk?

22ABecause we refused to.


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In Re: Dean-Wisconsin Merger Investigation 12/23/2009

86

1QAnd why did you refuse to?

2MR. SCHOTT: I -- I think I better object

3  here because I think that was probably a subject that

4was discussed with counsel.

5 MR. KANTOR: Understood.

6QWould Foremost have done the deal with Dean if Dean

7 had not taken the anti-trust risk?

8 ANo.

9QLet's go back to I think it's Exhibit 5. This is the

10 presentation you made to the Board of Directors.

11AOkay.

12Qwill you turn to the third page, this is the page

13 ending 1113. Do you see fourth to last bullet point

14 says, "No HSR risk." What does this mean?

15AHart-Scott-Rodino.

16QAnd when you say that there is no HSR risk, what does

17 that mean?

18AThat means that we're not assuming any risk with the

19 Hart-Scott-Rodino Act.

20QDoes this when you say "no risk," are you

21 referring to no risk with regard to filing?

22 AYes.


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In Re: Dean-Wisconsin Merger Investigation 12/23/2009

87

1QAnd from your standpoint this covers any risk arising

2out of the filing of the anti-trust or anything

3  involving the anti-trust investigation?

4AYes.

5 (Exhibit 7 marked for identification.)

6 BY MR. KANTOR:

7QI'm handing you what's been marked as Exhibit 7.

8  That is February 19th, 2009 email from Mike Doyle to

9 Steve Schultz and it's CCed to you, Dave Fuhrmann,

10 and Joe Weis. The Bates number is DEAN-FM147282.

11AOkay.

12QDo you see towards the bottom of the first page where

13 it says, "Clarification. We are also proceeding

14 under the same context as our conference call with

15 Pete and you on the fact that the HSR issues are not

16 the issues for FFUSA. Please confirm."

17AYes.

18 QWho's Pete?

19 AI assume that's Pete Schenkel.

20 QDo you recall this conference call?

21 ANot specifically.

22 QAnd when it refers to "HSR issues," what does it


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In Re: Dean-Wisconsin Merger Investigation 12/23/2009

88

1 refer to?

2 AHart-Scott-Rodino.

3 Q Anything specific?

4AI don't specifically recall the conference call.

5 QOkay. Do you recall any -- what resulted out of this

6 conference call?

7 AOther than what's written here, no

8 Q And Dean eventually did confirm that HSR issues are

9 not an issue for Foremost?

10 AYes.

11 QAnd just to be clear, for HSR is this the fact, the

12 filing or the overall anti-trust risk?

13 AIt's the overall anti-trust risk.

14 QAnd the filing -- the filing or decision not to file

15 itself?

16 AYes.

17 MR. KANTOR: This is a good place for

18  another five-minute break.

19  (A brief recess was taken.)

20  BY MR. KANTOR:

21 QAre you familiar with Plan B?

22 AYes.


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Updated August 14, 2015

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