ARGENTINA Law and Practice Contributed by: Agustin Ferrari and Astrid Nottebohm, Naveira, Truffat, Martínez, Ferrari & Mallo Abogados
the company’s shareholders’ resolutions, even without controlling 50% of the votes. (b) Acquiring a significant interest – when any party (regardless of it being a share - holder 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 required to launch a manda - tory bid to acquire at least 50% of equity interest in the target company. • Indirect or subsequent transactions ( sobrevin- ientes ): (i) 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 sig - nificant interest (b) above). (ii) in all other situations, the tender offer
Insurance Superintendency, in compliance with the rules of publicity and competitive bidding established by applicable regulations. This exclusion extends to indirect acquisi - tions, regardless of the percentage of signifi - cant interest acquired, when the competent supervisory authority deems it necessary. The exclusion does not apply to subsequent transfers made by the awarded entities. • Acquisitions carried out under an expropria - tion law or other actions derived from the exercise of public authority powers as estab - lished by current regulations. • Cases where all shareholders of the com - pany involved unanimously agree to sell or exchange all shares representing the com - pany’s capital. • Acquisitions resulting from the reorganisa - tion or restructuring of economic sectors, as approved by the National Government. 6.3 Consideration Cash has tended to be the predominant form of consideration when acquiring/selling a business. However, certain transactions by public compa - nies have incorporated an in-kind component, replacing currency with stocks, including the following. • Pampa Energía/EDENOR/EDELCOS – Pampa Energía sold its 51% stake in EDENOR to EDELCOS for a mix of consideration, includ - ing the transfer of Class B shares of EDE - NOR (in-kind payment), an upfront payment in cash, and a cash payment contingent on profits generated. • Banco Galicia & Grupo Financiero Galicia (GFG)/HSBC Argentina – GFG, a publicly traded entity, partially funded its acquisition of HSBC Argentina by issuing and transferring its own ADRs as part of the payment.
becomes mandatory if the transac - tion results in obtaining 51% or more of the target company’s shares pro - vided 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 triangular 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 institutions, resulting from awards granted by the Central Bank or Argentina or the National
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