WHAT HAPPENED On December 1, 2016 Parker-Hannifin agreed to acquire Clarcor for $4.3 billion. The merger agreement included a $200 million divestiture cap – that is, Parker-Hannifin was required, if necessary, to divest assets representing up to $200 million in net sales to obtain antitrust clearance. The initial antitrust waiting period under the Hart-Scott-Rodino Act (HSR Act) expired on January 17, 2017. Parker-Hannifin completed the acquisition on February 28, 2017. Nearly seven months later on September 26, 2017, the DOJ filed suit in US District Court for the District of Delaware seeking to require Parker-Hannifin to divest either its or Clarcor’s aviation fuel filtration assets. The DOJ did not include in its complaint an allegation or statement that the parties increased prices. The DOJ press release indicates that the parties “failed to provide significant document or data productions in response to the department’s requests.” We believe that this...

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