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NEWSLETTER 2013 158
Transferor. Sırma is a joint-stock company active as per the laws
of the Republic of Turkey. Sırma is active in the production of water
between 0,33 and 19 liters through a manufactory established respectively
in Bursa and Burdur and two manufactories established in Sapanca and in
the distribution of the branded packed water throughout Turkey.
Certain shares of Sırma are held by the Dişli Family, the Karabacak
Family and DCEMF Mez Hold BV.
Operation
The transaction consists of the acquisition of 50,10% of the shares
of Sırma by Danone. Within this scope, Sırma’s shares belonging to the
members of the Dişli Family will be transferred to Dişli Holding A.Ş.
and Sırma’s shares belonging to the members of the Karabacak Family
will be transferred to Karabacak Holding A.Ş. Both Dişli Holding A.Ş.
and Karabacak Holding A.Ş. will be newly established. Following these
operations, DCEMF Mez Hold BV will transfer all Sırma’s shares in
its possession to Dişli Holding A.Ş. Finally, Dişli Holding A.Ş. and
Karabacak Holding A.Ş. will transfer some of Sırma’s shares in their
possession to Holding Internationale de Boissons, which is controlled by
Danone.
In addition to the acquisition of the control of Sırma by Danone,
an agreement regarding the use of the intellectual property rights of the
brand Sırmakeş by Kaynaksu was also signed between Kaynaksu, which
is controlled by the Karabacak Family and Sırma. As per this agreement,
Kaynaksu will have the right to product and sale packed water with the
Sırmakeş brand in Istanbul, Kırklareli, Edirne and Tekirdağ and Sırma
will have such right for all other regions.
Legal Framework of the Operation
According to Article 5/1(b) of Communiqué Concerning the Mergers
and Acquisitions Calling for the Authorization of the Competition Board2
(“Communiqué No. 2010/4”), “The acquisition of direct or indirect
2 In order to reach the Communiqué no:2010/4, see:
%2F2010_4ing.pdf (accessed on: 24.10.2013).