QVT Financial Files Lawsuits Against Galatasaray Sportif and Its Board of Directors to Prevent Coercive Tender by Galatasaray Futbol and Subsequent Merger

By Qvt Financial Lp, PRNE
Wednesday, March 17, 2010

ISTANBUL, LONDON and NEW YORK, March 18, 2010 - — Petitions Turkish Regulator to Suspend Coercive Tender Offer and
Protect Minority Shareholders –

QVT Financial LP ("QVT") announced today that QVT Fund LP, its flagship
fund, has filed petitions for an injunction against Galatasaray Sportif Sinai
ve Ticari Yatirimlar A.S. ("Sportif"), as well as the individual members of
Sportif's board of directors, in order to prevent Sportif from completing
what QVT views as an illegal merger with Sportif's majority shareholder,
Galatasaray Spor ve Futbol ISletmeciligi Ticaret A.S.'s ("Futbol"). QVT Fund
LP is the largest minority shareholder in Sportif, currently holding
approximately 17.7 percent of the public stock.

Dan Gold, Chief Executive Officer of QVT commented, "Sportif must not be
permitted to misappropriate the value of the investment of minority
shareholders through a coercive tender offer, at an egregiously low price, on
unclear terms, and with no alternative for the investors who oppose it. By
pursuing the tender and the consummation of a merger, Sportif and its board
of directors have abdicated their responsibility to act in the best interests
of the Company and all of its shareholders."

QVT believes that the tender offer launched by Futbol for Sportif is part
of a scheme by Futbol to avoid repaying the TRY 343 million in outstanding
related-company loans extended illegally by Sportif to Futbol. The funds used
to make such loans were part of the net profit of Sportif that the management
and board of Sportif had pledged to distribute to all shareholders in
offering documents and official board statements. Instead, these were
diverted into loans to Futbol and other related parties. Pursuant to a
decision by the Capital Markets Board of Turkey ("CMB"), those loans are now
due on March 28, 2010. The timing of the tender offer strongly implies that
Futbol will attempt to cause Sportif to enter into a merger agreement
immediately prior to the loans' CMB mandated due date, contrary to the
interests of minority shareholders and for the purpose of avoiding the
repayment of such loans and the distribution of such amounts as dividends to
minority shareholders.

The petitions, filed in the Istanbul 3rd and 4th Commercial Courts of
First Instance, seek the appointment of an independent trustee to supervise
Sportif and prevent the board of directors from completing the merger with
Futbol.

"If the tender offer is not enjoined and a merger is permitted, the
Directors of Futbol and Sportif will have successfully perpetrated a blatant
and outrageous fraud in the form of forgiven loans and a failure to pay
required dividends not taken into consideration when determining the tender
offer price," continued Mr. Gold.

QVT also has filed suit against the CMB in relation to CMB's March 9,
2010
decision authorizing the tender offer. The lawsuit alleges that the CMB
failed to apply the proper criterion for determining the minimum tender price
and violated its duties to protect the interests of the minority
shareholders. The lawsuit, filed in the Ankara Administrative Court on March
15, 2010
, contends that the CMB is acting in violation of its duty to protect
investors and enforce Capital Markets Laws designed to protect investors in
the context of tender offers, particularly given the coercive nature of the
tender and the absence of appropriate disclosure regarding the proposed
subsequent merger. The lawsuit alleges that the lack of detail regarding the
merged entity, including the additional effect on minority shareholders and
potential dilution, does not give shareholders a reasonable basis upon which
to make an investment decision.

QVT's lawsuit against the CMB argues that, in determining that TRY 155.77
is an appropriate minimum tender price for the publicly-traded shares of
Sportif, the CMB failed to consider that the tender price is below the market
value of the shares listed on the stock exchange and that it does not take
into account the TRY 343 million in outstanding loans owed to Sportif by
Futbol and other related parties, which alone amount to TRY 169 per share. It
also does not take into account the unpaid dividends or future expected cash
flows of Sportif from valuable licensing agreements. Specifically, the tender
price for Sportif shares is almost 8 percent less than the value of Sportif
shares on the Istanbul Stock Exchange on the day of the decision. In
connection with the lawsuit, QVT has asserted that the tender price is more
than 75 percent below the fair value of the shares based on a valuation of
Sportif by an independent, internationally recognized valuation firm engaged
by QVT.

QVT met yesterday with the Chairman of the CMB to discuss its concerns
related to the tender offer and the proposed merger. QVT also has provided
the CMB, in advance of a meeting of their Board to be held tomorrow, with a
written summary of its concerns about the Sportif/Futbol merger and
recommended actions which the CMB has the authority to undertake to protect
investors' rights. QVT has in particular asked the CMB to suspend the tender
offer while the CMB investigates if laws have been violated as a result of
the actions taken by Sportif in relation to the proposed merger with Futbol.

Mr. Gold continued, "We are hopeful that the CMB will take under careful
consideration the concerns we have raised with regard to Sportif's illegal
activities and that they will take action to protect minority shareholders.
The action it takes here will send an important message to investors and
international institutions regarding the degree to which the CMB is prepared
to protect the integrity of the Turkish capital markets and follow
international standards. If the CMB fails to act, QVT will pursue all
available options to protect its interests and those of its investors."

    Media Contacts:

    UK
    Jo Sheldon
    Edelman
    +44(0)20-3047-2180

    US
    Nina Devlin
    Edelman
    +1-212-704-8145

    Turkey
    Zehra Gungor,
    Stage PR
    +90-212-278-11-13

UK, Jo Sheldon, Edelman, +44(0)20-3047-2180 or US, Nina Devlin, Edelman, +1-212-704-8145 or Turkey, Zehra Gungor, Stage PR, +90-212-278-11-13

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