The transaction where the majority shares of AFM Uluslararası Film Prodüksiyon Ticaret ve Sanayi A.Ş. were acquired by Mars Sinema Turizm ve Sportif Tesisler İşletmeciliği A.Ş. and 50% shares of Spark Entertainment Ltd. Şti., which had joint control over Mars Sinema, were acquired by Esas Holding A.Ş., which had sole control over AFM was taken under final examination after the 13th Chamber of the Council of State annulled the Board Decision dated 17.11.2011 and numbered 11-57/1473-539 , which previously authorized the transaction subject to conditions.

As per article 10 of the Act no 4054, the Board may decide to deal with a transaction under final examination if an in-depth examination is needed about its effects on the competitive structure of the market. The transaction in question was taken under final examination after it was notified to the Board. As a result of the analyses made, it was authorized based on the commitment, submitted by the parties, including the divestiture of nine movie theater business and the closure of three movie theater business. Moreover, in order to monitor price changes in the market, the parties were imposed an obligation for five years to notify the Board of average ticket prices and the changes in ticket prices annually at the end of January on a location basis. Afterwards, the parties fulfilled the commitments related to the authorization of the transaction by the Board. Consequently, the Board authorized the transfers within this scope and it was decided on 22.11.2012 that the process of divestiture of the movie theater business was completed.

The 13th Chamber of the Council of State concluded in the case filed with a request for the annulment of the aforementioned Board decision that the existing commitment package was not sufficient to eliminate competition concerns in the market and the Board decision was annulled. As a result, the transaction was taken under final examination.

As per article 28(1) of the Procedure of Administrative Justice Act no. 2777, according to the principle and the requirements of the court decisions related to stay of execution, the administration is obligated to make a transaction or take an action in 30 days at the latest.

In order to ensure that the requirement of the aforementioned ruling, final examination was initiated about the transaction. However, being subject to final examination does not mean that the transaction cannot be authorized. As it is stated in the relevant decision of the 13th Chamber of the Council of State, the transaction may be authorized taken into account the reasons cited in the decision and in light of current market data and analysis within the framework of different commitment packages.