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COMPETITION LAW
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at no minimum price and should find a suitable purchaser within three
months.
Approval of the Purchaser and Purchase Agreement.
The Board
approves the purchaser and the purchase agreement.
The Board, while assessing the purchaser, considers the reasoned
proposal of parties and the divestiture trustee and also the business plan
of the proposed purchaser. Within this framework, the Board takes into
consideration whether the purchaser has the necessary financial resources
and can obtain all necessary approvals from the relevant regulatory
authorities.
The Board assesses also the purchase agreement and all other
agreements concluded between parties and purchaser. In this framework,
the Board assesses whether these agreements comply with the
commitments or not.
The Obligations of the Parties in the Interim Period.
Certain
obligations regarding an “interim period” are set forth by the Guidelines
Project for the parties. This interim period is the phase between the
conditional clearance decision and the divestiture of a business to a
suitable purchaser. The obligations are as follows:
•
Steps for a Carve-Out.
Divestiture of a business needs to be
carved-out from the remaining businesses because the divested
business has to stand alone in the market. In this framework, it is
necessary to allocate the assets and the personnel to the divested
business. The Guidelines Project also regulates that a divestiture
trustee has to monitor this period and inform the Board in writing.
•
Interim Preservation of the Divested Business.
It is the parties’
responsibility in the interim period to preserve the competitive
potential of the business to be divested. In this regard, the parties
are obliged to preserve all values regarding the divested business
by acting wisely and by avoiding any kind of act which may result
in a negative effect on the divested business.
•
Specific Obligations of the Parties.
The Guidelines Project
stipulates that the commitments should foresee that potential
purchasers can carry out a due diligence exercise. It also stipulates