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Subject of the Transaction
Within the scope of the asset sale agreement signed between the
Parties on 19.04.2011, Samsung will transfer the control over the HDD
business to Seagate and will acquire, at the end of the operation, part
of Seagate’s current shares.
The assets subject to acquisition consist of some factories, equip-
ments and other tangible and intangible assets exclusively used by
Samsung and owned or leased by Samsung and used in the research,
development and sale of HDDs.
The transaction will neither create any modification in the share-
holding structure of Seagate, nor in the ownership, control and admin-
istration structure of Samsung.
Legal Framework of the Transaction
Article 5 of the Communiqué No. 2010/4 Concerning the Mergers
and Acquisitions Calling for the Authorization of the Competition
Board
2
(“Communiqué No. 2010/4”) enumerates the cases considered
as a merger or an acquisition. As per this article,
“the acquisition of
direct or indirect control over all or part of one or more undertakings
by one or more undertakings or by one or more persons who current-
ly control at least one undertaking, through the purchase of shares or
assets, through a contract or through any other means”
constitutes a
merger or an acquisition transaction.
Pursuant to the Communiqué No. 2010/4, transactions considered
as a merger or acquisition are subject to the authorization of the Board
if (1) the total turnovers of the transaction parties in Turkey exceed one
hundred million TRY, and turnovers of at least two of the transaction
parties in Turkey, each exceed thirty million TRY or (2) the worldwide
turnover of one of the transaction parties exceeds five hundred million
TRY, and at least one of the remaining transaction parties has a
turnover in Turkey, exceeding five million TRY.
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NEWSLETTER 2012
2
Please see the following link to access the Communiqué No. 2010/4:
http://www.rekabet.gov.tr/Resources/Tebligler/teblig88.pdf(accessed on: 18.01.2013).