## Facts

- Anago, Inc. and Tecnol Medical Products, Inc. were competitors manufacturing disposable hospital supplies and served many of the same hospitals.
- Tecnol sought to acquire Anago, purchasing all of Anago’s preferred stock and entering agreements to buy common stock from several shareholders.
- Tecnol publicly proposed a friendly merger of the two companies.
- Anago alleged that the merger would eliminate Anago’s independent decision-making, reduce competition, and increase prices in the relevant market.
- Anago sued and sought a preliminary injunction under § 16 of the Clayton Act to block the proposed acquisition/merger.
- The district court denied the preliminary injunction, and Anago appealed only that denial.

## Issues

1. Whether a target corporation seeking to block its own acquisition alleged a threatened “antitrust injury” sufficient to obtain injunctive relief under § 16 of the Clayton Act.

## Decision

- The Fifth Circuit affirmed the denial of the preliminary injunction.
- The court held that Anago failed to allege an antitrust injury and therefore lacked standing to obtain injunctive relief under § 16.

## Legal Principles

- A private plaintiff seeking damages (§ 4) or injunctive relief (§ 16) under the Clayton Act must show “antitrust injury.”
- Antitrust injury is injury of the type the antitrust laws were intended to prevent and that flows from the aspect of the conduct that makes it unlawful.
- Antitrust law protects competition, not individual competitors or a firm’s continued corporate independence.
- A target company’s threatened loss of control, identity, or independent decision-making from being acquired is not, without more, a cognizable antitrust injury for § 16 standing.

## Conclusion

Because Anago’s claimed harm primarily concerned loss of corporate independence rather than a threatened injury to competition cognizable under antitrust law, it failed to plead antitrust injury and could not obtain a preliminary injunction under § 16 of the Clayton Act.


Anago, Inc. v. Tecnol Med. Prods., Inc., 976 F.2d 248 (5th Cir. 1992)