Decision Nº M/06/075 from Competition and Consumer Protection Commission, 2006-11-15

• Jurisdiction: Ireland
• Parties: Arcapita,Viridian
• Date: 15 November 2006
• Decision Date: 15 November 2006
• Decision Number: M/06/075
• Court: Commissioner for Environmental Information

Merger Notification M/06/075 – Arcapita/ Viridian

1

DETERMINATION OF MERGER NOTIFICATION M/06/075 –

ARCAPITA/ VIRIDIAN

Section 21 of the Competition Act 2002

Proposed acquisition by Arcapita Bank B.S.C.(c) of Viridian Group plc

Dated 15 /11/06

Introduction

1. On 27 October 2006, the Comp etition Aut hority (“the Authority”), in

accordance with Section 18 (1) (a) of the Competition Act, 2002 (“the

Act”) was notified, on a mandatory bas is, of a proposal whereby

Arcapita Bank B.S.C.(c) (“Arcapita”), through ElectricInvest

Acquisitions Limited (“ElectricInvest”), a comp any incorporated for the

purpose of the acquis ition, would acquire sole control of Viridian Group

plc. (“Viridian”).

2. ElectricInvest is wholly owned and control led by Arcapita.

3. The boards of ElectricInvest and Viridian announced on 6 October

2006 that they reached agreement on the terms of ElectricInvest’s

proposal to buy the entire share capital of Viridian. The proposed

acquisition is structure d as a “Scheme of Arrangement” under Article

418 of the Companies (Northern Ireland) Ord er 1986 (as amended).

Schemes of Arrangement

4. A Scheme of Arrangement to effect a takeover typically involves the

following steps:

a. The target company and the bidding company announce that they

have reached agreeme nt on the terms upon which a bid for the

target is to be made (the “Announcement” );

b. The targ et convenes a meeti ng of its shareholders , with the

approval of the court, to approve the steps necess ary to implement

the Scheme of Arrangement;

c. The target sends a document (the “Scheme Document”) to its

shareholders along with a notice convening the meeting. This

document contains i nformation similar to the information which is

included in t he Offer Document s ent to shareholders in a public bid

situation;

d. The target shareholders meeting is held and various resolut ions are

put to the shareholders of the target;

e. Following an application to it by the target, the court approves the

Scheme of Arrangement; and,

f. The court order is filed in the Companies Office and the Scheme of

Arrangement becomes effective.

5. Section 18(1) of the Act provides for the notification in writing of a

proposal to put a merger or acquisition into effect within one mo nth of

the conclusion of an a greement or the making of a public bid. The

Scheme o f Arrangement used in this instance is more a nalogous to a