178 / 516
and concrete example of “change of control by other means” stipulat-
ed under Article 5/1(b) of the Merger Communiqué.
If we are to criticize the decision, we should state that the provi-
sional nature of the veto right on appointment of executive directors
granted to Mahle in the Mid-phase is not argued in the existence of the
requirement of a “permanent change of control” under Article 5/1 of
the Merger Communiqué. It is stated that this provisional veto right
shall end either upon the acquisition of majority shares or in any event,
latest by 31.01.2013. Thus, the Boards should have discussed whether
such a provisional right constitutes a permanent change of control
under the Merger Communiqué or not.
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NEWSLETTER 2012