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21 Sep 2009 07:00
21st September 2009
GRUPO CLARIN S.A.
Injunction suspends Broadcasting Committee and Antitrust Commission Resolutions
On 17 September 2009, Grupo Clarín S.A. (the "Company") informed the Argentine Securities Commission ("CNV") that its subsidiary Multicanal S.A. had been served notice of a decision rendered by an Argentine federal court in re "Multicanal S.A. and other v. CONADECO - Dto 527/05 and other in a declaratory judgment proceeding", whereby that court suspended the effects of COMFER Resolution No. 0577/2009, CNDC Resolution No. 106/2009 and other acts issued as a result thereof. Attached hereto are English translations of said decision and of the press release issued by Cablevisión S.A.
Enquiries:
In Buenos Aires:
Alfredo Marín/
M. Julia Díaz Ardaya/Alejandro Yu
Grupo Clarín
Email: investors@grupoclarin.com
In London:
Alex Money/Lorna Ellen
Temple Bar Advisory
Tel: +44 20 7002 1080
Email: clarin@templebaradvisory.com
In New York:
Melanie Carpenter/Peter Majeski
I-advize Corporate Communications
Tel: +1 212 406 3692
Email: clarin@i-advize.com
National Judicial Branch
File No. 14,024/2008, "MULTICANAL S.A. AND OTHER V. CONADECO - DTO 527/05 AND OTHER ON DECLARATORY JUDGMENT PROCEEDING"
Buenos Aires, 17 September 2009.
[RECITALS intentionally omitted]
[…] I hereby DECIDE: to decree the suspension of the effects of COMFER Resolution No. 0577/2009, CNDC Resolution No. 106/2009 and all other acts issued as a result thereof, until a final decision is rendered in these proceedings.
[…]
Signed: Esteban Carlos Furnari, Federal Judge.
PRESS RELEASE
JUDICIAL COURT SUSPENDS EFFECTS OF COMFER RESOLUTION THAT DENIED AUTHORIZATION OF THE CABLEVISION/MULTICANAL MERGER
On 17 September 2009, in re: "Multicanal S.A. and other v. CONADECO - Dto 527/05 and other on proceeding leading to a declaratory judgment", a judicial proceeding before the National First Instance Court No. 2 with jurisdiction over Federal Contentious Administrative Matters, Secretariat No. 3, located in Argentina's Federal Capital, ordered the suspension of the effects of the Federal Broadcasting Committee's ("COMFER") Resolution No. 577/COMFER/09 and the Argentine Antitrust Commisson's ("CNDC") Resolution No. 106/CNDC/09, as well as any other acts issued as a result thereof.
It may be recalled that, under the now-suspended resolutions, COMFER had decided illegally to deny its authorization to the merger petition filed by Cablevisión S.A., and had ordered that company to submit a divestment plan, because the license relinquishments notified spontaneously by the company were deemed insufficient.
In order to arrive at this arbitrary and "novel" conclusion, COMFER interpreted that the company's relinquishment of [certain of] its licenses in order to comply with the overlapping license regime set forth under Law No. 22,285, also had to include the company's network and equipment. Such interpretation distorts the spirit of applicable law, affecting Cablevisión S.A.'s property rights.
Based on such Resolution, the CNDC, through its Resolution No. 106/CNDC/09, as supplemented (all such resolutions now suspended), had ordered an audit [of the company] that would articulate and harmonize the matters included under COMFER Resolution No. 577/09, with those in the Secretary of Domestic Commerce's Resolution No. 257/07. [The CNDC's resolution] also prohibited the companies notifying the merger to remove or replace physical and legal assets used to render their services, a matter over which the CNDC has no power.
In rendering its decision, the judge understood that COMFER had issued a resolution without having the power to do so, and confirmed the Company's position.
The judge also understood that Resolution No. 106/CNDC/09 contravened the prior decision of the Secretary of Domestic Commerce, who had duly authorized the economic concentration transaction submitted to his consideration, in exercise of his own powers. The [Secretary of Domestic Commerce]'s decision was grounded on Law No. 25,156, and on the understanding that the authorization that had been duly granted to Grupo Clarín S.A. and others is a specific legal right that may not be prejudiced by the actions of an Agency that has no power to do so.
The injunction appears to be logical and reasonable, to the extent that it protects the existence of subjective rights that had been previously recognized by the Administration to the companies involved in the operation, including, Grupo Clarín S.A and Cablevisión S.A.. The judge ordered that his decision be notified to all public and private entities that have under their control the execution of any proceedings related to the economic concentration operation's administrative filings.
In this way, the judiciary recognizes the right of the companies to continue with the corporate reorganization process that was disclosed publicly.
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