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CAP I TAL MARKET S LAW
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New Principles of Mergers Entered into Force
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Communiqué with Serial: I, No: 41 on Amendment to the Communiqué
Concerning Principles of Mergers (hereinafter referred to as the
“Communiqué with Serial: I, No: 41”) has been prepared by the Capital
Market Board and entered into force by being published in the Official
Gazette dated 08.05.2010 and numbered 27575. This Communiqué aimed
to remove the problems which occur during merger transactions in practice,
to simplify the procedures, and to clarify some of the issues.
Essential amendments have been made, and new provisions have been
regulated in the Communiqué with Serial: I, No: 31 Concerning Principles
of Mergers by the Communiqué with Serial: I, No: 41 (hereinafter referred
to as the “Communiqué with Serial: I, No: 31”).
In the Communiqué with Serial: I, No: 31, it was stipulated that the
time period between the date of financial statements which is considered
in the merger transaction and the date of general assembly meeting where
the merger agreement is to be finally approved, shall not exceed 6 months.
On the other hand, in the Communiqué with Serial: I, No: 41, if this time
period is exceeding 6months but within 9months period, then, corporations
which are party to mergers and are listed on the Istanbul Stock Exchange
must prepare and announce to the public as an annex of the announcement
text recent financial statements that have to be announced to the public as
of the publication date of the announcement text.
Article 5 of the Communiqué with Serial: I, No: 31 has been amended.
According to the amendment, if any developments result in an amendment
of the merger ratio or affect the financial statements and equity capital
upon which the merger ratio is calculated before the date of the approval
of the announcement text and the merger agreement by the Capital Market
Board, it is accepted that an independent auditing firm which audits the
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Article of May 2010