ARGENTINA Law and Practice Contributed by: Agustin Ferrari, Hernán Alal and Astrid Nottebohm, Naveira, Truffat, Martínez, Ferrari & Mallo Abogados
so that the potential seller can make an informed deci - sion.
required to launch a mandatory bid to acquire at least 50% of equity interest in the target company. • Indirect or subsequent transactions ( sobrevini - entes ): • when the acquired or merged entity is a holding company or primarily owns shares in the target company, a tender offer is required only if the transaction leads to the acquisition of either control (a) above) or a significant interest (b) above); orin all other situations, the tender offer becomes man - datory if the transaction results in obtaining 51% or more of the target company’s shares provided that, if the deal corresponds to a merger, the offer covers 100% of the target’s shares and if it corre - sponds to an acquisition, it covers at least 75% of the shares. Note that “indirect mergers” as used herein do not necessarily imply forward triangular or reverse trian - gular mergers. The obligation to launch a mandatory tender offer will not apply in the following cases. • Acquisitions carried out by financial trusts (Law No 24,441), or similar legally established institu - tions, resulting from awards granted by the Cen - tral Bank or Argentina or the National Insurance Superintendency, in compliance with the rules of publicity and competitive bidding established by applicable regulations. This exclusion extends to indirect acquisitions, regardless of the percentage of significant interest acquired, when the compe - tent supervisory authority deems it necessary. The exclusion does not apply to subsequent transfers made by the awarded entities. • Acquisitions carried out under an expropriation law or other actions derived from the exercise of public authority powers as established by current regula - tions. • Cases where all shareholders of the company involved unanimously agree to sell or exchange all shares representing the company’s capital. • Acquisitions resulting from the reorganisation or restructuring of economic sectors, as approved by the National Government.
6. Structuring 6.1 Length of Process for Acquisition/Sale The length of the process will be determined by the scope of the due diligence, type of transaction, indus - try and corporate form. An acquisition of the total shareholding of a company that is not subject to the public offering regime and that does not present major complications can take between three and nine months. Usually, the due dili - gence report is ready within the first three months. The remaining timing will depend upon the ability of the parties to reach an agreement. However, if the transaction involves a financial insti - tution or a regulated entity, approval by the various regulators will be required, and this could extend the deal process. In the case of having to agree on a joint venture and the partial sale of the shareholding package, the need to regulate the relations between the parties and the operation of the business will necessarily take longer. 6.2 Mandatory Offer Threshold For listed companies, public tender offers apply in the following scenarios. • Acquiring control – a party must launch a tender offer to acquire 100% of a target company’s shares when, either directly or indirectly and in a single transaction or through successive transactions within a 90-day period, the party intends to gain control of the company, ie, acquiring control over 50% of the votes of the company or being capable of controlling the company’s shareholders’ resolu - tions, even without controlling 50% of the votes. • Acquiring a significant interest – when any party (regardless of it being a shareholder prior to such acquisition/s) intends to obtain an interest equal to or above 35% of the target company, provided that this potential stake grants the purchaser actual control of the target company, the purchaser is
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