The Competition Board concluded its final examination, launched with the Board decision dated 24.04.2015 and numbered 15-21/257-M, concerning the establishment of control over Migros Ticaret A.Ş. (Migros) by Anadolu Endüstri Holding A.Ş. (AEH) through the acquisition of the majority shares of MH Perakendecilik ve Ticaret A.Ş., controlled by Moonlight Capital S.A.

During the final examination process, the Board assessed whether the relevant transaction would allow the undertaking in question to achieve dominant position in the market, in violation of article 7 of the Act no 4054 on the Protection of Competition, thereby significantly reducing competition.

As a result of the aforementioned final examination, the Competition Board took the decision dated 09.07.2015 and numbered 15-29/420-117. The decision concludes that the establishment of control over Migros by AEH through the acquisition of the majority shares of MH Perakendecilik ve Ticaret A.Ş., which is controlled by Moonlight Capital S.A., is an acquisition that is covered by article 5 of the Communiqué Concerning the Mergers and Acquisitions Calling for the Authorization of the Competition Board, No:2010/4; that the transaction in question is subject to the authorization of the Competition Board to gain validity since the turnover thresholds specified in article 7 of the aforementioned Communiqué are exceeded; and that the relevant transaction does not lead to a significant reduction in competition through the creation or strengthening of a dominant position under article 7 of the Act no 4054 on the Protection of Competition in any of the product markets other than the beer market.

In relation the beer market, the Board took into consideration AEH’s various commitments including those ensuring that Migros would continue its commercial relationships with the competitors of Anadolu Efes Biracılık ve Malt Sanayii A.Ş. (Anadolu Efes) objectively and in line with certain criteria, that it would again enter into commercial relationships with new entrants into the beer market in competition with Anadolu Efes in an objective manner and in accordance with certain criteria, that it would not prevent the sales of products in competition with Anadolu Efes products, that it would maintain all supplier/producer, product and brand variety previously provided to the customers in the beer category, and that it would maintain shelf shares and displays in the hot/cold areas in accordance with certain criteria. The Board also took into account Moonlight Capital S.A.’s assurance that it had no objections to the implementation of the commitments undertaken by the transaction parties for the interim period in which joint control over Migros would be established, and that it would not prevent the implementation of these commitments by AEH or by Migros as long as its shareholder status in Migros continued. In light of all of these considerations, the Competition Board decided that the transaction in question should be authorized.

In its decision dated 09.07.2015 and numbered 15-29/420-117, the Board authorized the transaction, subject to certain requirements and obligations intended to ensure the fulfillment of the commitments given, and decided that the authorization would be rendered invalid in case the requirements concerned were not fulfilled duly, or at all, within the specified period.