COLOMBIA Law and Practice Contributed by: Jaime Trujillo and Natalia Ponce de León, Baker McKenzie
• information regarding the shares that the bidder already has in the target company; • the price at which the shares will be paid; • the date by which the offer must be accepted; • settlement terms, form of payment and guarantees; • the name of the exchange broker to be used in the operation; and • information on any pre-agreed terms. Additionally, when the consideration consists of secu - rities issued by an entity other than the bidder, the offering booklet must include, inter alia, the following information: • the financial information of the issuing company of the securities offered as payment, which was provided to the stock exchanges where they were listed during the previous 12 months; • the nature and characteristics of the securities offered as payment, and the amount and propor - tions in which they will be delivered; • the rights and obligations embodied in the securi - ties, with express reference to the conditions and the date from which they entitle the holders to participate in profits, as well as express mention of whether or not they enjoy voting rights; • a brief description of the tax, foreign exchange and foreign investment regimes applicable to the secu - rities offered as payment; and • information on the methodology used to value the securities offered as payment. The bidder must also prepare and submit an offering memorandum for the SFC’s approval with the follow - ing information (in addition to the information con - tained in the public tender offer notice): • the name and principal place of business of the target company; • the name, principal place of business and main corporate activity of the bidder; • a list of individuals or companies that are subordi - nated to the bidder or are part of a business group with it, indicating the corresponding corporate structure; • information on shares that the bidder already has in the target company and any prearranged transac - tions or other agreements between the bidder and
the management of the target company or other shareholders; • a brief description of the tax, foreign exchange and foreign investment regimes applicable to the secu - rities offered as payment (if applicable); • information on the methodology used to value the securities offered as payment (if any); • certificates held by the bidder and its investment bank on the accuracy of the offering memorandum and information on authorisations to issue the offer; and • any other information requested by the SFC. Once a bidder files the public tender offer authorisa - tion request, the SFC must notify the BVC to sus - pend the negotiation of the shares until the day after the publication of the tender offer notice. From this moment, the market will know that a public tender offer is to be launched. When approved by the SFC, the public tender offer can be made, and its content will become public. Further, when a bidder agrees to initiate a public ten - der offer and a shareholder commits to accepting the offer through “prearranged transactions”, the details of such agreements must be disclosed to the SFC, the BVC and the market at large at least one month before The public tender offer notice must be posted three times in the finance section of a national newspaper, the first within the five days following the expiration of the SFC’s term to make comments to the draft public tender offer notice and offering memorandum; the other postings cannot be spaced more than five calendar days apart. The public tender offer notice must also be posted in the official information bul - letins issued by the BVC, on each day from the date the public tender offer notice is first published until the day set for acceptances. 7.3 Producing Financial Statements Bidders must include audited financial statements (of the last fiscal year), prepared in accordance with IFRS, as part of the offering booklet. the date on which they are to be settled 7.2 Type of Disclosure Required
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