CHILE Law and Practice Contributed by: Ignacio Errazquin, Adolfo Romero and Florencia Anguita, CMS Carey & Allende
de Protección de Datos Personales ). As a result, bid- ders and sellers typically implement data minimisa- tion, redaction of personal identifiers, and controlled access to data rooms during due diligence.
If the offer involves a newly formed acquisition vehicle or a merger, the bidder typically includes pro forma combined financial statements illustrating post-trans- action capitalisation, indebtedness, and ownership structure. Foreign bidders may present financial statements pre- pared under equivalent international frameworks, such as the IFRS or the US Generally Accepted Accounting Principles (GAAP), provided that material differences are disclosed and reconciled in the prospectus. 8.4 Disclosure of Transaction Documents Bidders must make available to the CMF and the rele- vant stock exchange all material documents support- ing the tender offer. These typically include the share purchase agreement or investment agreement, share- holders’ agreements, financing or guarantee instru- ments, and any irrevocable undertakings obtained from key shareholders. Such documents accompany the offer prospectus filed for CMF review and remain accessible through the exchange’s electronic bulletin for the duration of the offer period. Confidential commercial details – such as price adjustment mechanisms, indemnity caps, or earn- out formulas – may be omitted only if their exclusion does not mislead investors or distort the information necessary for an informed investment decision. The CMF may request full copies on a confidential basis to verify compliance. Directors’ duties apply equally in M&A scenarios as in normal corporate operations. Directors must act with due care, diligence and loyalty, prioritising the cor- porate interest over personal or third-party interests (including those of shareholders that casted votes to appoint them as directors). Board members of a public company are required, individually, to evaluate any offer objectively and disclose their reasoned opinion to the CMF and shareholders. Such board members must also avoid 9. Duties of Directors 9.1 Principal Directors’ Duties
8. Disclosure 8.1 Making a Bid Public
A public tender offer must be disclosed upon publica- tion of the offer launch in a national newspaper and the filing of the offer prospectus with the CMF and the relevant stock exchange. 8.2 Prospectus Requirements When a takeover or merger involves stock-for-stock consideration, the issuance of new shares requires a prospectus approved by the CMF under the Securi- ties Market Law and CMF NCG No 30 (1989), which governs the disclosure of material facts and the reg- istration of securities. The bidder’s shares must be registered in the Securi- ties Registry ( Registro de Valores ) maintained by the CMF. If traded in Chile, the bidder’s shares must be listed on a recognised exchange such as the Bolsa de Comercio de Santiago or Bolsa Electrónica de Chile . Cross-border share offers are permissible. However, foreign securities must comply with NCG 352 of the CMF. 8.3 Producing Financial Statements Bidders must attach audited financial statements to the prospectus when launching a public tender offer or a stock-for-stock business combination. For Chilean entities, financial statements must com- ply with the International Accounting Standards Board (IASB)’s International Financial Reporting Standards (IFRS), as required by the CMF. The IFRS is the manda- tory accounting framework for all issuers whose secu- rities are registered in the CMF’s Securities Registry, as set out in the Fund Information Systems Manual ( Manual de Presentación de Información Financiera , or MPIF) published by the CMF.
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