QVT Tenders Approximately 60 Percent of Its Galatasaray Sportif Holding Into Coercive Tender Offer by Galatasaray Futbol

ISTANBUL, LONDON and NEW YORK, March 25 /PRNewswire/ -- QVT Financial LP today announced that its flagship fund, QVT Fund LP ("QVT"), has tendered approximately 60 percent of its shareholding in Galatasaray Sportif Sinai ve Ticari Yatirimlar A.S. ("Sportif") in connection with the tender offer for Sportif's shares by its majority shareholder, Galatasaray Spor ve Futbol Isletmeciligi Ticaret A.S. ("Futbol"), and realized the economic value under its existing swap arrangements based on the tender offer price.  

Dan Gold, Chief Executive Officer of QVT Financial LP, commented, "Our decision to make a partial tender into the offer by Futbol for Sportif was made with great reluctance.  However, given the grievous harm already inflicted on minority shareholders in Sportif, the failure of the Turkish regulators and courts to protect minority shareholders by preventing a tender offer that is clearly coercive in light of the proposed merger, and other illegal acts by Sportif's board and management, we felt compelled by our fiduciary duties to partially accept Futbol's significantly undervalued offer so as to limit further damage to our investors."

QVT will retain a holding of approximately 7 percent of the public stock in Sportif and believes it will continue to be Sportif's largest minority shareholder.  QVT intends to continue to attempt to block Sportif's planned merger with Futbol and seek any and all available civil, and potentially criminal, remedies available in the Turkish courts and other international forums, against all responsible persons and entities.

On March 15, 2010, QVT sought an injunction against the Capital Markets Board of Turkey (the "CMB") in relation to the CMB's decision to authorize the tender offer at a price of TRY 155.77.  QVT separately requested that the CMB exercise its authority to protect minority shareholders from the coercive and illegal acts of Sportif.  In particular, QVT asked the CMB to suspend or extend the tender offer in order to give Sportif and QVT time to address issues raised by QVT, including: (1) the gross under-valuation of Sportif, (2) the absence of meaningful disclosure as to the terms on which a second-stage merger between Sportif and Futbol will take place following conclusion of the tender offer, (3) the failure of Sportif and Futbol to comply with the CMB's mandate regarding the repayment of over TRY 343 million of illicit loans extended by Sportif to Futbol and other related parties, (4) the failure by Sportif to distribute outstanding dividends, and (5) the improper use of Sportif's assets as financing for the loan arranged to fund Futbol's tender offer.  In its response dated March 22, 2010, the CMB agreed with QVT on the need for repayment of the related-party loans by the CMB-mandated March 28, 2010 deadline and that Sportif must comply with its own Articles of Association with regard to the financing of the tender offer.  However, despite the compelling rationale to do so, the CMB declined to suspend or extend the coercive tender offer.

Additionally, in a ruling made yesterday, the Ankara Administrative Court granted the CMB five days to respond to QVT's injunction request, effectively nullifying QVT's efforts to engage the Turkish courts in the protection of its and other minority shareholders' rights, given that the tender offer was scheduled to expire yesterday.  Given these actions, the CMB, the courts, and Sportif have provided no alternative for significant minority shareholders, like QVT, other than to tender their shares or face the prospect of continued value destruction from the proposed merger.  

QVT's tendering of its shares will also test Futbol's ability to fund the tender, given that compliance with the CMB's order of March 22, 2010 and Sportif's Articles of Association prohibits Futbol's using Sportif's assets as collateral to finance its tender offer.  

Mr. Gold said, "We are very disturbed both by the blatant and outrageous conduct of Sportif and the complacency of those who have a duty to protect shareholders in the public markets.  Their inaction has forced QVT to tender a portion of its holdings in order to reduce its exposure to a situation in which the regulatory authorities and the courts have left minority investors without the most basic protections afforded under international norms."

"We demand that Sportif comply with the CMB's orders to collect the more than TRY 343 million in outstanding loans from Futbol and related parties by March 28, 2010 and to acknowledge its obligations under its Articles of Association by properly convening a meeting of shareholders to distribute outstanding dividends.  We also demand that Futbol comply with the terms of its tender offer and pay for all shares tendered by yesterday's deadline prior to the close of business on Friday, March 26, 2010.  As a significant shareholder in Sportif, we will continue to evaluate our investment in Sportif and consider all of the options available to us to protect our rights and the interests of our investors, including continuing to litigate against the CMB, Sportif, Futbol, and their respective directors, as well as pursuing additional options to recoup the damages caused by their actions.  Turkey now has the choice to protect the integrity of its capital markets or allow them to be plundered by special interests.  Its actions in this matter will serve as a test for international investors as they evaluate Turkey's corporate governance, investor protections, and viability as a market for international investment." concluded Mr. Gold.

SOURCE QVT Financial LP