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

By Qvt Financial Lp, PRNE
Wednesday, March 24, 2010

Cites Gross Failure of Turkish Regulators and Courts to Halt Tender Offer and Ensure Protection of Minority Shareholders

ISTANBUL, LONDON and NEW YORK, March 25, 2010 - 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.

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

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