ARGENTINA Law and Practice Contributed by: Agustin Ferrari and Astrid Nottebohm, Naveira, Truffat, Martínez, Ferrari & Mallo Abogados
• date of issuance of the offer and the accept - ance period; and • formalities that the recipients of the offer must comply with to express their acceptance, as well as the manner and timeframe in which they will receive the consideration. Additionally, the offeror must specify the pur - pose of the acquisition, explicitly stating its intentions regarding the future operations of the target company. 7.2 Type of Disclosure Required Whether the companies are admitted to the public offer regime or not, the amount of infor - mation to be provided will depend on how the transaction is set up. In a public tender offer, all the information indicated in 7.1 Making a Bid Public must be provided to the National Securi - ties Commission. Mergers or spin-offs must be approved and reg - istered in the Public Registry. For this purpose, corporate background information, financial statements, consolidated financial statements and the presentation of the definitive merger/ spin-off agreement will be required. In the case of the acquisition of shares of limited liability companies, partnerships, limited part - nerships, limited partnerships with capital and industry and limited partnerships by shares, the transfer must be registered in the Public Regis - try, together with the transfer documents. Finally, in the case of corporations that are not admitted to the public offering regime, no public registry must be informed, unless the specific industry requires it.
In all cases, the tax authority and the authority of control corresponding to the industry that so requires it must be informed. 7.3 Producing Financial Statements Within the framework of a public tender offer, information regarding the economic and finan - cial situation of the offeror company for the last two fiscal years must be provided to the National Securities Commission and in the offer prospec - tus, with identification of its net worth, turnover, total assets, indebtedness, results, and express reference to any relevant qualification or indica - tion contained in the external audit reports in relation thereto. It must also provide informa - tion on its financial and commercial prospects. If applicable, such information must refer not only to the offeror company but also to the financial statements of the controlling company. If the transaction is set up as a merger and/or spin-off, special merger and consolidated merg - er financial statements must be produced and must be filed with the Public Registry of Com - merce. 7.4 Transaction Documents In the case of a public takeover bid or OPA, the documents specified in 7.1 Making a Bid Pub- lic must be submitted and included in the offer prospectus. For mergers and/or spin-offs, only the final merger agreement must be submitted, includ - ing the special and consolidated financial state - ments for the operation. In all other cases, it is not necessary to sub - mit additional transaction documents, except in specific cases where the particular industry requires it.
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