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97/409/EC: Commission Decision of 19 February 1997 setting… Article 2

Article 2

1. Kesko shall, within 30 days of notification of this Decision, appoint an independent trustee, to be approved by the Commission, for monitoring the operation and management of the assets to be divested in accordance with Article 1. 2. Kesko shall ensure that the irrevocable mandate of the trustee includes the following rights and obligations: (a) to conduct an appropriate audit to identify all assets and contracts to be included in the divestiture in accordance with Article 1, for which purpose the trustee shall have access to all documents, books and records of the Tuko group and, to the extent that any assets held by the Tuko group at the time of the concentration are no longer held by it at the time of the audit, to all documents, books and records of the Kesko group; (b) to determine, on an on-going basis until final divestiture is completed, the best management structure of the divestiture package to ensure its viability, marketability and competitiveness; (c) to act as Kesko's investment banker in conducting good-faith negotiations with interested third parties with a view to selling the divestiture package 'en bloc` within the time limit set in Article 4; (d) to provide to the Commission a written report (with a copy to Kesko) on the result of the audit referred to at point (a) and, moreover, to provide to the Commission, on a monthly basis, written reports concerning the operations and management of the divestiture package, as well as on relevant developments in its negotiations with third parties interested in purchasing the divestiture package, including the time-frame within which an agreement with interested third parties would be implemented, and, in particular, sufficient information to enable the Commission to assess whether each bidder satisfies the purchaser standards. If, in the trustee's opinion, an offer which does not meet the criteria set out in Article 1 would achieve the same result as the 'en bloc` solution, the trustee should set out the reasons for this in his report to the Commission. If the Commission, in accordance with point (e) does not indicate its disagreement, such an offer shall, for the purposes of this Decision, be considered valid; (e) to continue negotiations with an interested third party only if the Commission does not, within two weeks of receipt of the trustee's report, formally indicate that it does not agree that the third party satisfies the purchaser standards; (f) to receive remuneration from Kesko on a basis which will provide incentives for a prompt divestiture. 3. Kesko shall provide the trustee with all reasonable assistance required by him in carrying out his mandate, including, if appropriate, the appointment of independent personnel with adequate commercial and/or financial expertise.

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Other provisions in 97/409/EC: Commission Decision of 19 February 1997 setting…

Compiled from an official source version. Later amendments or repeals may not be reflected; the official text prevails. · Read the official text ↗ · Data as of 2026-07-04

CitationArticle 2 of 97/409/EC: Commission Decision of 19 February 1997 setting… (LawPlayer, data as of 2026-07-04)

© European Union, https://eur-lex.europa.eu, 1998-2026. Reuse authorised under Commission Decision 2011/833/EU, provided the source is acknowledged.

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