TITLE 8.5. Retail Grocery Firms and Retail Drug Firms
2250.
No person shall acquire, directly or indirectly, any voting securities or assets of a retail grocery firm or retail drug firm unless both parties, or in the case of a tender offer, the acquiring party, gives written notice to the Attorney General in accordance with this title. 2251.
For purposes of this title, the following definitions apply:(a) “Retail drug firm” means a person, as defined in Section 18 of the Labor Code, including a proprietorship, joint venture, corporate officer or executive, that has 300 or more employees globally and is identified as a retail business or establishment in the North American Industry Classification System within the retail trade category 45611.
(b) “Retail grocery firm” means a person, as defined in Section 18 of the Labor Code, including a proprietorship, joint venture, corporate officer or executive, that has 300 or more employees globally and is identified as a retail business or establishment in the North American Industry
Classification System within the retail trade category 44511 and 455211.
2252.
(a) The written notice to be filed with the Attorney General shall be made under oath or affirmation, and shall comply with the requirements of subdivision (c). The notice shall be given no less than 180 days before the acquisition is made effective.(b) The notice shall be required 180 days before the offer or agreement of the type described in subdivision (c). If any transaction requiring written notice pursuant to this subdivision commences before the effective date of this section, the written notice shall be given to the Attorney General within 30 days of the effective date unless that 30-day time period would cause the Attorney General not to be able to evaluate the transaction before the acquisition or merger, in which case the
Attorney General may request the information immediately. If any material change occurs in the facts set forth in the written notice filed with the Attorney General, an amendment setting forth the change and copies of all documents and other material relevant to the change shall be filed with the Attorney General within two business days after the person learns of the change.
(c) The notice shall contain all of the following information:
(1) (A) The name and address of each person by whom or on whose behalf the merger or other acquisition of control referred to in subdivision (b) is to be effected, hereinafter called the acquiring party, and a report of the nature of its business operations during the past five years or for a lesser period if the person and their predecessors have been in existence less than five years.
(B) An informative description of the business intended to be done by the person and the person’s subsidiaries.
(C) A list of all individuals who are or have been selected to become directors or executive officers or who perform or will perform functions appropriate to the positions.
(2) The source, nature, and amount of the consideration used or to be used in effecting the merger or other acquisition of control, a description of any transaction in which funds were or are to be obtained, including any pledge of the drug or grocery retail firm’s stock or the stock of any of its subsidiaries or controlling affiliates, and the identity of persons furnishing the consideration. If a source of the consideration is a loan made in the lender’s ordinary course of business, the identity of the lender shall remain confidential
upon request of the person filing the statement.
(3) Fully audited financial information as to the earnings and financial condition of each acquiring party for the preceding five fiscal years or for a lesser period if the acquiring party and its predecessors have been in existence for less than five years, and similar unaudited information as of a date not earlier than 90 days before the written notice.
(4) Any plans or proposals that an acquiring party may have to liquidate the retail grocery or retail drug firms, to sell its assets or merge or consolidate it with any person, or to make any other material change in its business or corporate structure or management.
(5) The information required to assess the competitive effects of the proposed acquisition, giving particular attention to the effects on the proposed
chain retail grocery store acquisition on consumers, including, but not limited to, consumer choice, food pricing, access to food, and food deserts, and factors affecting the supply of experienced grocery workers, including wages, benefits, and unemployment and chain retail pharmacy on patients, including, but not limited to, patient choice, medicine pricing, access to medications, and factors affecting the supply of licensed pharmacists, pharmacy technicians, and pharmacists-in-charge.
(6) Information required to assess the economic and community impact of any planned divestiture or store closures, including, but not limited to, the impact on food deserts, food supply, economic mobility, unemployment, and small businesses
2253.
(a) The Attorney General may adopt regulations to effectuate this title that are necessary or appropriate for the protection of workers, consumers, and the public interest.(b) The regulations may specify exemptions from the notice requirement for acquisitions that, by virtue of the size, business volume, or number of employees are unlikely to materially affect competitive markets in California.
(c) The regulations may authorize the Attorney General to request additional materials.
2254.
If the Attorney General determines that they cannot complete an evaluation of the competitive effects of the acquisition before the parties intend to consummate the acquisition, the Attorney General may seek an order from the superior court for the County of Sacramento temporarily staying or preliminarily enjoining the acquisition for such time as is reasonably necessary for the Attorney General to complete the analysis. 2255.
(a) For acquisitions to which Section 18a of Title 15 of the United States Code applies, the Attorney General shall consider the extent to which information required to be submitted to the United States Department of Justice and the Federal Trade Commission may satisfy some or all of the need to carry out the applicable state laws. Any information that has been submitted to the Attorney General under provisions of federal law rendering them confidential shall be deemed to be privileged under California law.(b) The submitting party may designate information submitted pursuant to this title as privileged. If the Attorney General disputes any claim of privilege, the Attorney General may give notice to the submitting party of that fact and give
the submitting party, or other person interested in the claim of privilege, an opportunity to seek an order from a superior court for the County of Sacramento requiring the Attorney General not to make the designated information public. Except for information that the Attorney General agrees is privileged or the court so determines, the information shall be available to the public under the California Public Records Act (Division 10 (commencing with Section 7920.000) of Title 1 of the Government Code).
2256.
Regulations adopted by the Attorney General pursuant to this title are exempt from the Administrative Procedure Act (Chapter 3.5 (commencing with Section 11340) of Part 1 of Division 3 of Title 2 of the Government Code). 2257.
Nothing in this section shall preclude the Attorney General or any person from bringing an action pursuant to this article or any other law to enjoin or seek divestiture of assets or ownership interests obtained in a completed acquisition.2258.
(a) The failure to provide written notice, amendment to written notice, or other material required to be provided pursuant to this title shall be a violation of this title. (b) In addition to any legal remedies the Attorney General may have, the Attorney General shall be entitled to injunctive relief and other equitable remedies a court deems appropriate for a violation of this title and shall be entitled to recover its attorney’s fees and costs incurred in remedying each violation.