ARGENTINA Law and Practice Contributed by: Agustin Ferrari and Astrid Nottebohm, Naveira, Truffat, Martínez, Ferrari & Mallo Abogados
shareholder has obtained 95% or more (referred to as quasi-total control) of the outstanding shares of the publicly-listed target company. In such case, the acquiring shareholder may either: • launch a simplified tender offer to acquire the residual shares (within a short period of time following approval by the National Securities Commission (CNV)); or • implement a DUVA procedure by which the acquiring shareholder must unilaterally: i) file with the CNV a fair-market price valua - tion with a public disclosure of interest in an additional acquisition; ii) deposit the purchase price (assessed by the acquirer in its fairness valuation) in escrow; and iii) issue a unilateral public deed. Argentine law also grants sell-out rights to minority shareholders who can request that the majority shareholder buys their shares under similar conditions. 6.11 Irrevocable Commitments Irrevocable commitments are not common in Argentina, due to the absence of a well-devel - oped takeover market.
when a percentage 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 Securities Commission, the offeror must pub - lish a prospectus which must be accepted or rejected by the other shareholders within a term of not less than ten business days and not more than twenty business days. The prospectus must be comprehensive and contain 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 affiliated 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 administrative body of the target company; and • information regarding the nature of its busi - ness activities and financial situation, includ - ing financial statements for the last two fiscal years. With respect to the terms of the offer, the fol - lowing must be identified, among other aspects: • the securities covered by the offer; • the consideration offered for the securities; • valuation conducted by an independent appraiser;
7. Disclosure 7.1 Making a Bid Public
Public tender offers may be voluntary or manda - tory. Public tender offers are mandatory when, individually or through joint action, a controlling interest in a company 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
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