ARGENTINA Law and Practice Contributed by: Agustin Ferrari, Hernán Alal and Astrid Nottebohm, Naveira, Truffat, Martínez, Ferrari & Mallo Abogados
6.11 Irrevocable Commitments Irrevocable commitments are not common in Argen - tina, due to the absence of a well-developed takeover market.
With respect to the terms of the offer, the following must be identified, among other aspects: • the securities covered by the offer; • the consideration offered for the securities; • valuation conducted by an independent appraiser; • date of issuance of the offer and the acceptance period; and • formalities that the recipients of the offer must comply with to express their acceptance, as well as the manner and timeframe in which they will receive the consideration. Additionally, the offeror must specify the purpose of the acquisition, explicitly stating its intentions regard - ing the future operations of the target company. 7.2 Type of Disclosure Required Whether the companies are admitted to the public offer regime or not, the amount of information to be provided will depend on how the transaction is set up. In a public tender offer, all the information indicated in 7.1 Making a Bid Public must be provided to the National Securities Commission. Mergers or spin-offs must be approved and registered in the Public Registry. For this purpose, corporate background information, financial statements, consol - idated financial statements and the presentation of the definitive merger/spin-off agreement will be required. In the case of the acquisition of shares of limited liabil - ity companies, partnerships, limited partnerships, lim - ited partnerships with capital and industry and limited partnerships by shares, the transfer must be regis - tered in the Public Registry, together with the transfer documents. Finally, in the case of corporations that are not admit - ted to the public offering regime, no public regis - try must be informed, unless the specific industry requires it. In all cases, the tax authority and the authority of con - trol corresponding to the industry that so requires it must be informed.
7. Disclosure 7.1 Making a Bid Public
Public tender offers may be voluntary or mandatory. Public tender offers are mandatory when, individually or through joint action, a controlling interest in a com - pany with shares admitted to the public offer regime is achieved. A controlling interest is considered to exist when a percentage of voting rights equal to or greater than 50% is reached, directly or indirectly, or when a per - centage of less than 50% is reached but corporate decision-making is possible. The OPA requires prior authorisation from the CNV. Once the offer is authorised by the National Securi - ties Commission, the offeror must publish a prospec - tus which must be accepted or rejected by the other shareholders within a term of not less than ten busi- ness days and not more than twenty business days. The prospectus must be comprehensive and con - tain complete information regarding the offeror and the offer itself. The information that must be provided regarding the offeror includes the following: • identifying details and registered office; • description of the acquiring business group; • details of the securities of the target company held, directly or indirectly, by the offeror, its affili - ated entities, other individuals or entities acting on behalf of the offeror, or those acting in concert with the offeror; • members of its administrative bodies; • any agreements, whether express or implied, between the offeror and other shareholders of the target company or with members of the adminis - trative body of the target company; and • information regarding the nature of its business activities and financial situation, including financial statements for the last two (2) fiscal years.
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