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The Board examined the first two phases of the transaction from
the above explained view and concluded that Mahle’s right to appoint
two Supervisory Board members and its indirect veto right on com-
mencing activities in new fields, ceasing current commercial activities,
making essential changes in the sales program cannot be considered as
strategic decisions. Thereby, the Board stated that no change of control
occurred in the first two phases.
The Mid-phase.
The transaction parties agreed to amend the
duties, which are subject to the approval of the Supervisory Board.
Thus, in addition to previous veto rights, Mahle shall have a provi-
sional veto right on the appointment of executive directors. This provi-
sional veto right shall cease when Mahle’s share percentage in Behr
exceeds 50%, or, in any event, latest by 31 January 2013. The Board
concluded that this new provisional veto right provides Mahle a joint
control over the day to day management of the undertaking.
In addition, this mid-phase also covers the appointment of two
employees previously employed by Mahle as the Behr’s CFO and
Human Resources Manager.
The CFO’s responsibilities shall cover budget planning, financial
and liquid management Moreover, the CFO shall be responsible for the
approval of most expenditures. The decision making body in relation
to legal department and purchasing department shall also be the CFO.
Participation Agreement provides that the main management mat-
ters, including the determination of the investment, finance, turnover,
expenditure and employment plans shall be decided by the unanimity
of the all Executive Directors.
Another issue that would provide joint control to Mahle shall
be the appointment of the Human Resources Manager, who will
be responsible for the development of Behr’s global employment
policies.
In the light of the above determinations, as a result of mid-phase
following the first two phases Mahle and Behr shall have joint control
and this would change the absolute control of Behr.
Compulsory Notification/Turnover.
The global turnovers of the both
transaction parties exceed five hundred million TL, and their turnovers in
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NEWSLETTER 2012