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Important Legislation and Decisions regarding Mergers and
Acquisitions
• In response to the request for the authorization of the transfer of
the “industrial automotive mineral oils” business and its related
assets owned by Opet Petrolcülük A.Ş. to Opet Fuchs Madeni
Yağ Sanayi ve Ticaret A.Ş., which is a joint venture between
Opet Petrolcülük A.Ş. ile Fuchs Petrolub Aktiengesellschaft,
the Competition Board (“Board”) decided that (a) the relevant
transaction was subject to authorization under article 7 of the
Act no 4054 as well as under the Communiqué no 2010/4 on
Mergers and Acquisition Calling for the Authorization of the
Competition Board which was issued under the aforementioned
article, and the transaction should be authorized, since it would
not result in the creation or strengthening of a dominant posi-
tion as described under the same article of the Act, and thus in
significant lessening of competition and (b) on the other hand,
that an administrative fine was called for since the existence of
the joint venture Opet Fuchs Madeni Yağ Sanayi ve Ticaret
A.Ş., which was established by Opet Petrolcülük A.Ş. and
Fuchs Petrolub Aktiengesellschaft through the Shareholders’
Agreement signed in January 2005 in order to operate in he
mineral oil market, came into the attention of the Board as a
result of the notified transaction and was formed without the
authorization of the Board; however, that imposing an adminis-
trative fine was not necessary since the relevant transaction fell
under the scope of the limitations provisions in the abolished
article 19.1(a) of the Act no 4054; also that the relevant joint
venture did not result in the creation or strengthening of a dom-
inant position, and thus in significant lessening of competition.
(29.12.2011, 11-64/1663-593)
• The Board authorized the acquisition of 75% of Acıbadem
Sağlık Yatırımları Holding A.Ş. (ASYH) by Integrated
Healthcare Holdings Sdn. Bhd. (IHH) (60% of the shares) and
by Khazanah Nasional Berhad (15% of the shares), and the
acquisition of Aplus Hastane ve Otelcilik Hizmetleri A.Ş. ve
Acıbadem Proje Yönetimi A.Ş. by ASYH. (29.12.2011, 11-64/
1659-589)
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NEWSLETTER 2012