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“preferable”
within the Notice
6
5
. Within this scope, the Parties offered to
divest part of INEOS’ ABS production business thus reducing the overlap.
Conditional Authorization Decision
Following the submission of commitments by the Parties, the
Commission carried out a new investigation which showed that:
• the divested businesses would be viable and
• the commitments would resolve all identified competition
concerns.
In other words, the investigation revealed that the proposed
transaction would not significantly modify the structure of the majority of
the relevant markets, as a number of credible and significant competitors
would continue to exercise a competitive constraint on the joint venture.
Thus, the Commission authorized the proposed transaction based on
the condition of divestment of activities in the ABS sector.
Conclusion
This Commission’s decision is a very important and landmark
decision because it shows
de facto
the application of the Notice to the
formation of a joint venture although the Notice is generally applied to
transfer or acquisition of shares.
This decision also represents an excellent example for Turkey which
recently integrated full-function joint ventures in the Communiqué
Concerning the Mergers and Acquisitions Calling for the Authorization
of the Competition Board No. 2010/4
7
6
and which is still in the phase
of preparation of a Guideline on Commitments and Conditional
Authorization
8
7
.
5
This is stated in Article 15 of the Notice. To consult the Notice, see fn. 2.
6
The Communiqué was published in the Official Gazette dated October 7, 2010 and numbered
27222 and entered into force on January 1
st
, 2011. To consult the Communiqué, see the
following link:
http://www.rekabet.gov.tr/dosyalar/teblig/teblig83.pdf.7
To consult the Guideline Project on Commitment and Authorization, see the following link:
http://www.rekabet.gov.tr/dosyalar/images/file/BD-Cozumlerine_Iliskin_Kilavuz_Taslagi.pdf.