ARGENTINA Law and Practice Contributed by: Agustin Ferrari and Astrid Nottebohm, Naveira, Truffat, Martínez, Ferrari & Mallo Abogados
tion of P&G’s household cleaning products busi - ness in Argentina. The fintech sector in Argentina continues to set the region’s pace, with pressure building on banks to accommodate the trend. This has led to relevant transactions in the sector, such as: i) the acquisition by Banco Galicia of HSBC Argentina (certainly part of the exit wave); ii) Banco Macro’s acquisition of competitor Banco Itau; and iii) an alliance between Banco Galicia and Santander to provide financing to the agribusiness sector under newly-formed fintech company Nera; and iv) broker-dealer Allaria acquiring an interest in digital bank Banco del Sol from insurance com - pany Sancor Seguros. The market was recently awe-stricken by crypto giant Tether Investments S.A. de C.V.’s hostile (unsolicited) bid to acquire at least 51% of Ade - coagro (NYSE ticker AGRO) in a novel combi - nation of a cryptocurrency foreign company acquiring a publicly listed agroindustrial Argen - tine company. A transaction agreement was reached with Adecoagro’s Board, with the final steps of the public bid still to be completed. 2. Overview of Regulatory Field 2.1 Acquiring a Company The main methods for acquiring companies in Argentina are as follows. (a) Purchase of shares – either directly, by acquiring the shares of the target compa - ny, or indirectly, by acquiring the share - holding package of the target company’s shareholding companies. (b) Merger and/or spin-off – although the merger is usually a post-acquisition pro - cedure, the acquisition of the target com -
pany can also be implemented through a merger and/or spin-off of assets. (c) Sale of assets – the purchase and sale of the desired assets or business units. Par - ties involved in a sale-of-assets transac - tion need to be mindful of Law No 11.867 which sets forth a specific procedure for the transfer of commercial and industrial establishments. (d) Capital subscription – the purchase of shares to acquire a company is often ac - companied by a cash-in component. The buyer applies funds to the capital of the target company which issues new shares to the buyer. (e) Takeover bid ( oferta pública de adqui- sición , or OPA ) – whether voluntary or mandatory, the OPA exists in Argentina for companies with shares listed in public markets. The volume of OPAs in Argentina is lower than in other jurisdictions, and it is not the most common method used for acquisitions. 2.2 Primary Regulators The main regulators and official tools used in M&A activity in Argentina are: • Registros Públicos de Comercio (Public Commerce Registers) – used for verifying compliance with the General Companies Law, registering trusts ( fideicomisos ) and acts performed by companies that are subject to registration according to applicable regula - tions, and specifically the transfer of social quotas, interest shares, or shares in limited liability companies, general partnerships, sim - ple limited partnerships, capital and industry partnerships, and partnerships limited by shares. • Comisión Nacional de Valores y Mercados (National Securities and Markets Commission)
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