CHILE Law and Practice Contributed by: Claudio Lizana, Daniela León, Tomás Appelgren and María Jesús Gaete, Estudio Lizana
of the transaction, a draft/signed agreement, etc. Therefore, a binding agreement is not required. 3.3 Filing Fees There are no filing fees. 3.4 Parties Responsible for Filing Pursuant to the applicable regulation, the notify - ing parties are “the entities, companies, or peo - ple that sign the corresponding act, contract or convention where the transaction is recorded, and the undertakings that carry out the transac - tion through them.” Accordingly, as a rule of thumb, all the parties to the transaction must file a joint notification. An exception to this rule exists, however, when one of the entities that are intended to be part of the transaction has not yet given its agreement for it to take effect, as occurs in cases of hostile takeovers and public tenders, in which only the acquiring party “carries out” the transaction and is therefore required to file the merger notifica - tion. 3.5 Information Included in a Filing There are three types of notification forms: ordi - nary, simplified, or simplified with no overlaps. These forms vary in the amount and type of information that must be included in the noti - fication. FNE’s Notification Form for Concentrations lists the information and documents required for the various types of notification. In general, the FNE requires the following information. • information about the notifying parties and their business groups; • description of the transaction, including its objectives and justifications;
• description of the economic activities devel - oped in Chile by the parties and their groups; • definition of the relevant markets, market shares, sales data and main clients; and • in the case of an ordinary form: a more in- depth description of the markets involved, including demand and offer structures, production capacities, conditions of entry, expansion and entry, among others. Documents Required to Be Submitted Regarding documents to be submitted, wheth - er simplified or ordinary, the following should always be included: • all the documents related to the concentration and/or its effects in Chile, such as minutes of shareholders’ meetings or board meet - ings, or equivalent bodies, that show discus - sions, projections or analysis carried out with respect to the transaction; • all the reports, commercial programmes, business plans, studies, minutes or presen - tations (either internal or external) that have been prepared or commissioned by the parties to evaluate, analyse or negotiate the transaction; • all the documentation used by the parties to define the affected market and assess market shares; • the balance sheets and financial statements of the entities within the party’s group active in the markets affected by the concentration, including (if they exist) their annual reports; • a group chart showing the corporate structure for each party involved in the merger; • powers of attorney; • a statement from the notifying parties indicat - ing that, in good faith, they intend to carry out the notified concentration (bona fide affidavit); and
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