Legends to pay US$3.5 million USA Department of Justice penalty after antitrust breaches in ASM Global acquisition

Venue experiences company Legends has agreed to pay a US$3.5 million penalty as part of a legal settlement with United States Department of Justice (DOJ) over alleged ‘gun jumping’ breaches of antitrust rules relating to its US$2.3 billion acquisition of ASM Global Inc.

The DOJ this week announced the proposed settlement with Legends for the alleged violations of the premerger notification and waiting period requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act).

According to the DOJ complaint, Legends engaged in illegal premerger coordination in connection with its proposed acquisition of ASM Global, which was announced in November 2023.

Failure to abide by the HSR Act waiting period requirements is one example of a ‘gun jumping’ violation.

Among three breaches, Legends allegedly exercised operational control over aspects of ASM Global during the mandated waiting period involving venue management services for an arena in California. The DOJ said that the parties also conspired to avoid submitting competing bids for the same management contract for a venue in North Carolina while also exchanging competitively sensitive information to construct the joint bids.

In addition, in May 2023, after transaction discussions began, Legends and ASM Global sought to coordinate and jointly bid for a contract related to a new university arena that they had previously planned to bid for separately. This happened again in 2024 regarding a different university arena contract.

Under the terms of the proposed settlement Legends must pay the civil penalty, appoint an antitrust compliance officer and submit regular compliance reporting to the DOJ.

In a statement, Andrew Forman, Deputy Assistant Attorney General of the DOJ’s Antitrust Division, advised “companies must remain separate and independent before they close their merger. Our complaint alleges that Legends did not live up to that obligation.

“The proposed settlement requires Legends to pay a meaningful civil penalty and imposes significant obligations to try to ensure that Legends complies with the law moving forward. I commend our tremendous investigative teams who remain vigilant in trying to ensure that there is no improper coordination between parties before closing.”

With Legends now having received clearance from the DOJ to close its acquisition of ASM Global, a spokesperson for the company advised “we are pleased this matter is resolved. Moving forward, we are focused on continuing to serve our clients, and we look forward to closing our deal with ASM Global this month.”