165 / 521
The value of each share group for companies whose shares are not
traded on an exchange market shall be determined through a valuation
report.
The Communiqué refers to a “fair price” for the exercise of the
sell-out right. Accordingly, for traded companies, the price determined
for the squeeze-out right, the price determined per each share group
through a valuation report, the price of a mandatory share purchase
offer made pursuant to Art. 26 CML within the year preceding the pub-
lic disclosure of control, if any, and the average of the weighted aver-
age prices in the exchange market for the last six months, last year and
last five years shall be compared. The highest value shall be the pur-
chase price when the sell-out right is exercised. For companies whose
shares are not traded on an exchange market, the price determined
through a valuation report and the price of the mandatory purchase
offer shall be compared. The time periods that have lapsed for the
actions the CML took in relation to information trading and manipula-
tion under the CML shall not be taken into consideration for this cal-
culation.
As can be seen, the purchase price differs for the exercise of the
squeeze-out and sell-out rights. The shareholder exercising its sell-out
right is granted an opportunity to be paid a higher price than what
would have been paid through being squeezed-out.
Public Disclosure
The controlling shareholder shall publicly announce that is in a
controlling position, that it realized additional share acquisitions while
in this position, or that it lost its controlling position, that it has decid-
ed to exercise its squeeze-out right and the relevant purchase price.
The company shall publicly disclose any squeeze-out right request,
the procedure of squeeze-out and the results of the squeeze-out, that
sell-out rights may be exercised, the total number of shareholders mak-
ing an application for exercising their sell-out rights and the percent-
ages of their voting rights, the total price to be paid for the exercised
sell-out rights, the results of valuation reports for determining the share
price, and if the valuation report results are not ready, the price calcu-
lated under other methods referred to above.
CAPITAL MARKETS LAW
149