COMMITMENTS FORM
Form for the commitments to be submitted under Article 14 of the Communiqué No. 2010/4 on Mergers and Acquisitions Subject to the Approval of the Competition Board
This form indicates the information and documents to be submitted to the Authority along with the commitments on the mergers and acquisitions (concentrations). The scope of the requested information and documents may be subject to change depending on the structure and the type of the remedy.
1. Definition of the Commitment
Please provide detailed information regarding the purpose and application conditions of the proposed commitment.
2. Suitability of the Commitment
Please provide information indicating the reasons as to why and how the proposed commitment is appropriate for eliminating the competition problem.
3. Information Related to the Divestment Business
3.1. Please generally identify the business unit subject to divestment. In this context, please indicate the owner of the assets subject to the commitment, the headquarters and head office of the company and other locations regarding the production or supply of goods or services, if any, the organizational structure and other information describing the administrative structure of the business unit to be divested.
3.2. Please indicate whether there are any legal obstacles related to the divestiture of the business or assets such as third party rights or necessary administrative approvals. If such obstacles exist, please provide information on their nature.
3.3. Please indicate the definition and list of products and services under the scope of the business unit, particularly their technical and other properties, brands, the turnover generated by the relevant goods and/or services, and new products and services planned, if any.
3.4. If essential operational functions such as R&D, production, marketing, sales, logistics, customer and supplier relations are not within the scope of the business unit subject to divestment, please describe how these functions will be carried out. The aforementioned description should specify how these functions will be conducted, as well as their relationship with the divestment business and the assets used in the exercise of the relevant function.
3.5. Please define the relationship between the business unit to be divested and other companies controlled by the parties within the framework of the details indicated below.
- Supply, production, distribution, service or other agreements,
- Tangible and intangible assets jointly utilized,
- Jointly utilized or temporarily appointed staff,
- Jointly utilized IT systems or other systems,
- Shared customers
3.6. Please indicate all relevant tangible and intangible assets, including intellectual property rights and brands that are owned or used by the business unit to be divested.
3.7. Please provide an organizational chart including the number of staff working within each function of the business unit to be divested as well as a list of the essential staff for the relevant function and their duties.
3.8. Please provide the customer list, information regarding customer records and the turnover (indicating their shares in the absolute turnover and the turnover of the business unit to be divested) that may be attributed to each customer.
3.9. Please provide financial data, including the turnover figures and pre-tax profits of the business unit to be divested for the previous two years, as well as the estimates for the next two years.
3.10. Please indicate all changes within the organization of the business unit to be divested, or its links to the other subsidiaries controlled by the parties, implemented within the previous two years or expected in the next two years.
3.11. Please explain the points where the scope of operations of the business unit to be divested as specified within the commitments differs from its current scope of operations.
3.12. Please explain why a convenient purchaser would like to acquire the relevant asset to be divested within the divestiture period specified by the commitments.
In addition to the information/documents above, a non-confidential version of the summary of the commitments proposed shall be annexed to the application.
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