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					                         DECISIONS DATED APRIL 17, 2008


Mergers and Acquisitions
Transfer of the 35-percent share of Oger Telecom Limited.
08–29/366–120


The Competition Board decided that;
— the acquisition of 35% of the shares of Oger Telecom Limited by Saudi Telecom
Company would not result in a substantial lessening of competition through the
creation or strengthening of a dominant position as described under article 7 of the
Act No. 4054 and the Communiqué No. 1997/1,


— in the event that 35-percent share under the Shareholders Contract, which gives
Saudi Telecom Company the right to joint control, falls below 10 percent, the non-
compete obligation to be imposed on Saudi Telecom Company for a period of 12
months would cause the measure of proportionality, which is necessary from the
point of ancillary restraints, to be exceeded;


— within this framework, the said non-compete obligation would be considered an
ancillary restraint if it is arranged to be valid in case the shares that give Saudi
Telecom Company the right to joint control fall below 10 percent as a result of the
transfer of those shares to undertakings other than Oger Telecom Saudi Arabia
Limited and Saudi Oger Limited, which are the parties that transferred these shares
to Saudi Telecom Company.


Exemption- Negative Clearance


Roche – Sistem Health
08–29/352–113
The appointment for individual exemption related to “Exclusive Bid Depot Agreement”
concluded between Roche Müstahzarları Sanayi A.Ş. (Roche Preparation Industry
Inc.) and Sistem Sağlık Araç ve Gereçleri Ecza Deposu Tic. Paz. Ltd. Şti. (Sistem
Medical Appliances and Devices Pharmaceutical Warehouse Trade Marketing Ltd.)
was discussed in the meeting of the Competition Board dated 17.4.2008 and it has
been decided that
   -   Exclusive Bid Depot Agreement concluded between Roche Müstahzarları
       Sanayi A.Ş. and Sistem Sağlık Araç ve Gereçleri Ecza Deposu Tic. Paz. Ltd.
       Şti. cannot be granted negative clearance document because of the provisions
       laid down in Articles 2.3(e), 2.3(f), 2.3(h), 3.3, 10.2 thereof,
   -   The agreement cannot benefit from block exemption under the scope of the
       Block Exemption Communiqué on Vertical Agreements No. 2002/2 as the
       market share threshold of 40% is exceeded in some of the relevant product
       markets,
   -   The agreement which is the subject of the notification shall be granted
       individual exemption for a period of five years due to the fact that it meets all of
       the conditions listed in Article 5 of the Act No. 4054.


Infringements of Competition


Sümer Holding – Barit (Complaint)
08–29/355–116
The complaint asserting that in case all of the assets and property of Barit Öğütme
Tesisi (Barit Grinding Facility), which is under the body of Sümer Holding Inc. are
transferred to As Çimento San. ve Tic. A.Ş. (As Cement Industry and Trade Inc.), the
competitive structure in the market will be distorted has been considered according to
the report and the scope of the file analyzed in the meeting dated and numbered
17.4.2008 and it has been decided that the application shall be denied.


Mergers and Acquisitions


Sümer Holding – Barit (Privatization)
08–29/355–116
It has been decided that the transfer of all of the assets and property of Barit Öğütme
Tesisi (Barit Grinding Facility), which is under the body of Sümer Holding Inc. to As
Çimento San. ve Tic. A.Ş. (As Concrete Industry and Trade Inc.), application of which
was made by the Privatization Administration, shall be authorized on the grounds that
the proposes transaction will not result in creation of a dominant position as defined
in Article 7 of the Act No. 4054 and within the framework of the Communiqué No.
1998/4 related to acquisitions via privatization or strengthening the current dominant
position.
Çalık Energy – Ewe Energy Inc.
08-29/365-19
The acquisition by Ewe Enerji A.Ş. (Ewe Energy Inc.) of all of the shares of Çalık
Enerji ve Sanayi Ticaret A.Ş. (Çalık Energy and Industry Trade Inc.) and Mahmut
Çalık in Kayserigaz Kayseri Doğalgaz Dağıtım ve Pazarlama ve Ticaret A.Ş
(Kayserigaz Kayseri Natural Gas Distribution and Marketing and Trade Inc.) and a
part of the shares of Çalık Holding and Ahmet Çalık, as a result of which Ewe Enerji
A.Ş. will 39.9% of the shares in Kayserigaz, has been authorized on the grounds that
the said transaction will not result in creation of a dominant position as defined in
Article 7 of the Act No. 4054 and within the framework of the Communiqué No.
1997/1 related to mergers and acquisitions, or istrengthening the current dominant
position and thus decreasing competition significantly in the relevant market.
Global Securities
08–29/349–111
The acquisition by Global Yatırım Holding A.Ş. (Global Investment Holding Inc.) of
shares held by Banca IMI S.P.A in Global Menkul Değerler A.Ş. (Global Securities
Inc.) totaling to 20%, has been authorized on the grounds that the said transaction
will not result in creation of a dominant position as defined in the Act No. 4054 and in
the Communiqué No. 1997/1 or strengthening the current dominant position and thus
decreasing competition significantly in the relevant market.




Joint Venture
08–29/347–110
The joint venture planned to be established between CSAV Inversiones Navieras
S.A., which belongs to Compania Sud Americana de Vapores S.A Group, and
Antuvan Makzume Uluslararası Taşımacılık ve Ticaret Ltd. Şti. (Antuvan Makzume
International Transport and Trade Ltd.) has been evaluated within the framework of
the Act No. 4054 and the Communiqué No. 1/1997 and it has been authorized on
condition that the period for non-compete obligation which is laid down in Article 13.2
of the “Joint Venture Agreement” is limited to as long as the joint control of the parties
lasts.
Tivmaş Store Business Industry and Trade Inc.
08–29/359–118
Acquisition by Yeni Çağdaş İhtiyaç ve Gıda Maddeleri İnşaat Ticaret Ltd. Şti. (Yeni
Çağdaş Basic Commodities and Food Products Construction Trade Ltd.) of 49% of
the shares of Tigem Foundation in Tivmaş Mağazacılık Sanayi ve Ticaret A.Ş.
(Tivmaş Store Business Industry and Trade Inc.) has been authorized on the grounds
that the said transaction will not result in creation of a dominant position as defined in
the Act No. 4054 and in the Communiqué No. 1997/1, which was issued depending
on that Act, or strengthening the current dominant position and thus decreasing
competition significantly in the relevant market.
SDIF – SASBAŞ Inc.
08–29/348
The opinion of the Competition Board formed upon the pre-notification of the Savings
Deposit Insurance Fund related to the sale of SASBAŞ Inc., the operator of Samsun
Free Zone, in accordance with the Communiqué No. 1998/4 and submitted to the
Savings Deposit Insurance Fund is as follows:
At this stage, it is not necessary to impose any conditions on the sale of the
economic and commercial entity, consisted of the shares of SASBAŞ Inc., the
operator of Samsun Free Zone. However, in order to inform the undertaking or
undertakings which will participate in the tender, it should be declared in bid
specifications that in case violations of the related articles of the Act No. 4054 and
inconveniences are established in the evaluation made after buyer candidates are
determined, conditions and obligations may be imposed on the acquisition or the
acquisition may not be authorized.
Demrad Foundry Products Industry and Trade Inc.
08–29/356–117
The acquisition by Ada Metal Iron Steel Recycling Industry and Trade Inc., Ayhan
Tekeli, Bünyamin Tekeli, Aziz Tekeli and Gülcan Tekeli of Demrad Döküm Ürünleri
Sınaî ve Ticaret A.Ş (Demrad Foundry Products Industrial and Trade Inc.) has been
authorized on the grounds that the said transaction will not result in creation of a
dominant position as defined in the Act No. 4054 and in the Communiqué No. 1997/1
or strengthening the current dominant position and thus decreasing competition
significantly in the relevant market.
CEAG AG- Flextronics Logistics B.V.
08–29/354–115
Acquisition by Flextronics Logistics B.V. of the shares of CEAG AG in FRIWO Mobile
Power GmbH, FRIWO do Brazil Ltd. and FRIWO India Private Ltd. has been
authorized on the grounds that the said transaction will not result in creation of a
dominant position as defined in the Act No. 4054 and in the Communiqué No. 1997/1
or strengthening the current dominant position and significant lessening of
competition in the relevant market.
Flextronics Logistics B.V - Anel Telecommunications
08–29/353–114
Acquisition by Anel Telekomünikasyon Elektronik Sistemleri San. ve Tic. A.Ş.(Anel
Telecommunications Electronic Systems Industry and Trade Inc.) of all of the shares
of Flextronics Logistics B.V Üretim ve Pazarlama A.Ş. (Flextronics Logistics B.V
Production and Marketing Inc.) has been authorized on the grounds that the said
transaction will not result in creation of a dominant position as defined in the Act No.
4054 and in the Communiqué No. 1997/1 or strengthening the current dominant
position and thus decreasing competition significantly in the relevant market.

				
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