RIGHT TO APPOINT AN EQUAL NUMBER OF MEMBERS TO THE BOARD OF DIRECTORS OF ROTHMANS HOLDINGS . THEY PROVIDED THAT REMBRANDT WAS TO RETAIN THE MANAGEMENT FUNCTIONS WHICH IT HAD EXERCISED UNTIL THEN IN RELATION TO THE COMMERCIAL ACTIVITIES OF ROTHMANS INTERNATIONAL, AND THAT INFORMATION OF A COMPETITIVE NATURE WAS NOT TO BE MADE AVAILABLE TO PHILIP MORRIS, BUT THEY ALSO CONTAINED PROVISIONS FOR COOPERATION BETWEEN PHILIP MORRIS AND ROTHMANS INTERNATIONAL IN SECTORS SUCH AS JOINT DISTRIBUTION AND MANUFACTURE, TECHNICAL KNOW-HOW AND RESEARCH, AND SO FORTH .
6 FOLLOWING COMPLAINTS LODGED BY THE APPLICANTS, AMONG OTHERS, THE COMMISSION ISSUED A STATEMENT OF OBJECTIONS TO PHILIP MORRIS AND REMBRANDT TO THE EFFECT THAT THE 1981 AGREEMENTS INFRINGED BOTH ARTICLES 85 AND 86 OF THE TREATY . AFTER NEGOTIATIONS WITH THE COMMISSION, PHILIP MORRIS AND REMBRANDT FINALLY REPLACED THOSE AGREEMENTS WITH NEW AGREEMENTS INTENDED TO REMOVE THE CAUSE FOR THE COMMISSION' S OBJECTIONS . IT IS THOSE AGREEMENTS ( HEREINAFTER REFERRED TO AS THE "1984 AGREEMENTS ") WHICH ARE THE SUBJECT-MATTER OF THE CONTESTED COMMISSION DECISIONS; THE COMMISSION DID NOT CONSIDER IT NECESSARY TO ADOPT A DECISION CONCERNING THE ORIGINAL 1981 AGREEMENTS, SINCE THEY HAD BEEN RESCINDED AND REPLACED BY THE 1984 AGREEMENTS .
7 UNDER THE 1984 AGREEMENTS, PHILIP MORRIS ABANDONED ITS SHAREHOLDING IN ROTHMANS HOLDINGS IN EXCHANGE FOR A DIRECT SHAREHOLDING IN ROTHMANS INTERNATIONAL . THAT HOLDING IS 30.8%, BUT REPRESENTS ONLY 24.9% OF THE VOTES, WHEREAS REMBRANDT' S HOLDING, ALSO 30.8%, REPRESENTS 43.6% OF THE VOTES .
8 LIKE THE 1981 AGREEMENTS, THE NEW AGREEMENTS GIVE EACH PARTY A RIGHT OF FIRST REFUSAL IF THE OTHER DISPOSES OF ITS SHAREHOLDING . FURTHERMORE, IN THE CASE OF A DISPOSAL TO THIRD PARTIES A PARTY MUST DISPOSE OF THE WHOLE OF ITS SHAREHOLDING, AND MAY TRANSFER IT ONLY TO A SINGLE INDEPENDENT PURCHASER OR TO 10 OR MORE INDEPENDENT PURCHASERS . IF REMBRANDT DISPOSES OF ITS SHAREHOLDING TO A SINGLE PURCHASER, THAT PURCHASER MUST MAKE AN IDENTICAL OFFER FOR PHILIP MORRIS' S SHAREHOLDING . FINALLY, WHERE ONE OR OTHER OF THE PARTIES DISPOSES OF ITS SHAREHOLDING, THE AGREEMENTS PROVIDE FOR THE POSSIBILITY OF AN EQUAL DIVISION OF VOTING RIGHTS IN ROTHMANS INTERNATIONAL .
9 THE 1984 AGREEMENTS WERE ACCOMPANIED BY A NUMBER OF UNDERTAKINGS GIVEN BY THE PARTIES TO THE COMMISSION . THOSE UNDERTAKINGS ARE INTENDED IN PARTICULAR TO ENSURE THAT PHILIP MORRIS IS NOT REPRESENTED IN THE MANAGEMENT OF ROTHMANS INTERNATIONAL AND THAT INFORMATION CONCERNING THE ROTHMANS INTERNATIONAL GROUP WHICH MIGHT INFLUENCE THE BEHAVIOUR OF THE PHILIP MORRIS GROUP IN THE COMPETITIVE RELATIONSHIP BETWEEN THE TWO GROUPS WITHIN THE COMMUNITY IS NOT MADE AVAILABLE TO PHILIP MORRIS . FURTHERMORE, PHILIP MORRIS UNDERTOOK TO INFORM THE COMMISSION OF ANY AMENDMENT TO THE AGREEMENTS AND OF ANY INCREASE IN ITS SHAREHOLDING IN ROTHMANS INTERNATIONAL OR ANY CIRCUMSTANCES IN WHICH IT WOULD OBTAIN 25% OR MORE OF THE VOTING RIGHTS IN ROTHMANS INTERNATIONAL . IN THE TWO LATTER CASES THE COMMISSION MAY REQUIRE A "HOLD SEPARATE" ARRANGEMENT WITH REGARD TO THE RESPECTIVE INTERESTS