CHILE Law and Practice Contributed by: Cristián Eyzaguirre Fontaine, Daniela Del Solar Nielsen and Gonzalo Eyzaguirre Alvarado, Eyzaguirre & Cía
agreement. This approach may be used in cer - tain circumstances, especially when the offer forms part of a broader transaction agreement. However, the terms still need to comply with Chilean securities regulations. 6. Structuring 6.1 Length of Process for Acquisition/ Sale The timeline for acquiring or selling a business in Chile varies depending on several factors, including the complexity of the transaction, the industry, whether the target company is publicly traded, and whether the transaction qualifies as a concentration operation subject to prior approval by the National Economic Prosecutor’s Office ( Fiscalía Nacional Económica , FNE) under Chilean antitrust laws. If the target company is publicly traded, the process usually takes longer due to additional regulatory requirements, such as filings with the Financial Market Commission ( Comisión para el Mercado Financiero , CMF). Separately, any transaction involving a publicly traded or privately held company that qualifies as a con - centration operation under Chilean antitrust law and meets the thresholds described in section 2.4 Antitrust Regulations must be notified to the National Economic Prosecutor’s Office for prior approval. In these cases, the completion of the proposed transaction may take between six and twelve months or more. For transactions not involving publicly traded companies, the timeline is typically 3-6 months for simpler cases. However, where the transac - tion qualifies as a concentration operation, the approval process before the National Economic Prosecutor’s Office may significantly extend this
period, especially in complex or cross-border deals. Additionally, regulatory approvals, including obtaining licences or permits, particularly in industries such as telecommunications or ener - gy, may further lengthen the process. 6.2 Mandatory Offer Threshold A tender offer of shares of a publicly traded com - pany is made mandatorily applicable to: • direct acquisitions that allow any person to take control of a publicly traded company; • shares tendered by the controller of a traded company whenever it gains control due to an acquisition of two-thirds or more of the vot - ing shares of such company, in which event the acquirer, within 30 days following such acquisition, must tender the remaining shares of the company at a price not lower than the one that would otherwise apply to sharehold - ers exercising withdrawal rights under the Corporations Act; and • if a person intends to take control of a pri - vately held company which, in turn, controls a publicly traded company that represents 75% or more of its consolidated net worth (a parent company), the acquisition of control of the parent company is only permitted after the completion of a tender offer process over the publicly traded company it controls, for a stake sufficient to confer control. Please note that certain stock acquisitions are exempt, such as acquisitions of shares issued by a publicly traded company as a result of a capital increase, allowing the acquirer to take control of the issuing entity, and acquisitions as a result of a merger.
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