Either partner in the Dow/DuPont merger agreement (see 1512110008) can walk away from the deal under various conditions if it pays the other partner a termination fee of $1.9 billion in cash, it was disclosed in documents filed Friday at the SEC. Either company also can unilaterally extend the closing to June 2017 if the deal hasn’t been consummated by March 2017, the documents said. Dow and DuPont have said they expect the deal to close in 2016's second half and that Specialty Products, incorporating both companies’ display materials businesses, will be one of three publicly traded spinoffs, to follow completion of the transactions by about 18-24 months.

Despite its protestations, Charter Communications is on a path to usage-based pricing (UBP) for broadband services, Dish Network said in an FCC filing posted Monday in docket 15-149. The heavily redacted filing pointed to internal documents as indicating "New Charter will deploy UBP the minute after any condition prohibiting it expires." UBP restricts consumers' Internet use and can be used by ISPs to discriminate against third-party services through zero rating, Dish said. "We already see this in the marketplace: Comcast's own services are exempt from the caps on Internet usage the company imposes on some of its customers." The companies Charter is trying to buy can't be expected to moderate Charter's plans as Time Warner Cable "is well known as the industry pioneer in UBP," Dish said. Dish repeatedly has urged the FCC to deny Charter's purchase of Bright House Networks and TWC (see 1512070025). In a statement Monday, Charter said, "There is no more friendly broadband provider to [online video providers] than Charter. Charter’s slowest speed is 60 Mbps, we have no data caps, no usage based pricing, no contracts and no modem fees. Also, Netflix, who strongly opposed to the Comcast/TWC transaction, supports the Charter, TWC and Bright House transactions.” Charter also noted that during the company's Q3 earnings call in October, Chief Financial Officer Chris Winfrey in response to a question about future adoption of UBP said, "We don't do it because we want to sell more services -- that's our business model [and] we don't have any plans to change it."

The Weather Channel is seeking FCC International Bureau approval for the sale of parent The Weather Co.'s (TWC) nonprogramming assets to IBM (see 1510280018). The request for what TWC called pro forma approval came in a filing submitted Wednesday. IBM has said it expects to complete in Q1 its buy of the company's IoT properties.

Distributor O'Rourke Sales bought the CE, appliance, furniture and bedding businesses of DSI Systems, the companies said in a Monday announcement. The acquisition makes O'Rourke the industry's largest supplier of TVs to U.S. independent retailers, they said. After the DSI buy, O’Rourke signed a distribution agreement to supply Nationwide buying group members with “a wide variety of product lines,” O’Rourke said. With the CE divestiture, DSI will now make satellite, broadband, security and related accessories part of its core business, DSI said. With AT&T’s DirecTV buy now complete, “there is a huge opportunity for DSI to grow this core part of our business,” it said. “We anticipate double digit growth in residential sales, while adding additional products to our portfolio, which our satellite dealers can take to market.” Terms of O’Rourke’s DSI buy weren't disclosed.

The Justice Department closed its review of Arris' buy of Pace without imposing any antitrust conditions, Arris said in a news release Tuesday. The takeover still is going through merger control regulatory review in Brazil, though it received needed clearances in Colombia, Germany, Portugal and South Africa, Arris said. The set-top box company cited regulatory review issues -- particularly DOJ concerns -- when it said in October that the $2.1 billion deal likely would happen in early 2016 instead of Q4 (see 1510190008).

Promised public benefits of Charter Communications' buying Bright House Networks and Time Warner Cable would happen regardless of those $89.1 billion deals going through, and might actually slow down BHN's technology upgrades, Dish Network said in an FCC filing posted Monday in docket 15-149. For example, Dish said, BHN's all-digital conversion was expected to happen sooner than the 30 months Charter has cited. Similarly, Charter's pledge of a minimum 60 Mbps broadband service to BHN customers contrasts with BHN being "well-positioned to offer a higher level of speed tiers to customers whether or not the merger is consummated," Dish said. While Charter says it, BHN and TWC will join the Cable WiFi consortium, BHN and TWC already are members and Charter shouldn't need the takeover "to push it to join," Dish said. In a statement Monday, Charter said the "many commitments, including to provide faster broadband service without data caps or modem fees, establish industry leading interconnection policies, offer advanced video services, increase competition in the SMB and enterprise business markets, and return thousands of overseas jobs to the U.S., puts this transaction squarely in the public interest.” Dish is one of the most vociferous opponents of Charter/TWC/BHN (see 1511230031).

​Dutch-based chipmaker NXP agreed to sell its RF power amplifier operations to Chinese private equity firm Jianguang Asset Management to settle an FTC complaint that its $11.8 billion acquisition of Freescale Semiconductor would be anticompetitive, the agency said in a Wednesday announcement. Without the divestiture to Jianguang, “it is likely that the proposed merger would substantially lessen competition in the worldwide market for RF power amplifiers, likely resulting in higher prices and reduced innovation,” the FTC said. It estimates the global market for RF power amplifiers is “extremely concentrated,” with Freescale and NXP supplying more than 60 percent, the agency said. Its proposed consent order requires NXP to sell Jianguang its Philippines factory, a headquarters and testing building in the Netherlands, and all patents and technologies “used exclusively or predominantly for the RF power amplifier business,” the agency said. NXP representatives didn’t comment Friday.

SoC maker Silicon Labs closed Friday on the purchase of Telegesis, a British-based privately held supplier of ZigBee modules, for $20 million cash, Silicon Labs said in a Monday announcement. Silicon Labs thinks the acquisition will speed its execution of the ZigBee “roadmap” for IoT and other applications, the company said.

The Hart-Scott-Rodino waiting period for comScore buying Rentrak has expired, comScore said in a news release Tuesday. The deal's closing is still awaiting approval by comScore and Rentrak shareholders but has been approved by the boards of both companies, it said. The deal is expected to close in January, it said. When complete, comScore stockholders are expected to own about 66.5 percent of the new company, and Rentrak shareholders are expected to own about 33.5 percent, said the acquirer. The audience measurement companies have said various media firms back the deal (see 1510080044).

New broadband subscriber data reinforces the danger Charter Communications' buying Bright House Networks and Time Warner Cable poses to the growing online video distribution marketplace, Dish Network said in an FCC filing posted Monday in docket 15-149. Pointing to Media Bureau-released broadband subscriber data made available earlier this month to signers of the confidential information protective order, Dish said the combined Charter/TWC/BHN subscribers to its 25-plus Mbps downstream services, alongside Comcast's similar subscribers, would give Comcast and New Charter combined a sizable -- though redacted -- portion of the high-speed Internet market. "The Department of Justice has disapproved of mergers that would have resulted in the duopolists' combined market share below the figure at issue here," Dish said, pointing to DOJ's 2013 antitrust lawsuit aimed at blocking Anheuser-Busch InBev's proposed acquisition of Mexican beer company Grupo Modelo. "Such market concentration between two firms would allow for coordinated action even without active collusion between the players." Dish also renewed its call for the FCC to deny the transactions (see 1511130021). In a statement Monday, Charter said it "would only have 23 percent of broadband subscribers receiving 25 Mbps and above. There is no more OVD friendly provider ... [we] have a minimum broadband speed of 60 Mbps with no data caps, no usage based billing and a generous interconnection policy.” Earlier this month in reply to opposition comments regarding the possible Comcast duopoly, Charter said its business approach in such areas as OVD and broadband are markedly different and that it is no significant programming interests to protect.