The Deal: FTC Lets GE's Acquisition of Avio Unit Proceed

WASHINGTON ( The Deal) -- The Federal Trade Commission late Friday, July 19, said General Electric ( GE) could proceed with its proposed $4.3 billion acquisition of the aviation business of Italy's Avio SpA as long as GE does not interfere with Avio's development of a key engine component for GE's rival aircraft engine manufacturer Pratt & Whitney.

GE, based in Fairfield, Conn., is planning to acquire the AeroEngine division of Avio through CFM International, its joint venture with France's Snecma SA. The sellers are London private-equity group Cinven and Italian aerospace and defense company Finmeccanica SpA.

The FTC charged that the acquisition of Avio's aviation business would be anticompetitive because GE and Pratt & Whitney are the only two companies that manufacture engines for Airbus's A320neo aircraft and Avio currently designs a critical component -- the accessory gearbox or AGB -- for Pratt & Whitney's PW1100G engine. Pratt & Whitney has no viable alternatives to Avio for development of the AGB for the PW1100G engine, the FTC said.

Without the non-interference order, the FTC said the acquisition give GE the ability and incentive to disrupt the design and certification of Avio's AGB for the PW1100G engine used on A320neo aircraft. This would diminish competition in the sale of engines for the A320neo, which would result in higher prices, reduced quality, and engine delivery delays for Airbus SA's A320neo family of aircraft.

The FTC's proposed order settling its charges, which must be finalized by the commission after a period of public comment, builds on a commercial agreement GE, Avio, and Pratt & Whitney recently negotiated, as well as Pratt & Whitney's original contract with Avio. Portions of these two contracts are incorporated into the proposed order, and a breach by GE of the relevant agreements would violate the FTC's order.

GE would be prohibited from interfering with Avio staffing decisions related to work on the AGB for the PW1100G engine and allows Pratt & Whitney to have representatives on site at the GE/Avio facility. If Pratt & Whitney terminates its agreement with Avio post-merger, GE must provide transitional services to help Pratt & Whitney manufacture AGBs and related parts for its PW1100G engine. The proposed order also prevents GE from accessing Pratt & Whitney's proprietary information about the AGB that is shared with Avio. Finally, the proposed order allows the commission to appoint a monitor to oversee GE's compliance with its obligations. FTC staff worked closely with the European Commission throughout the investigation. Once GE and Pratt & Whitney reached their private agreement, the EC closed its investigation July 2 without taking additional action.

Written by Bill McConnell