Delisting, Tender Offers, Irrevocable Contributions: News

On December 30, 2025, the Argentine Securities Commission (CNV) issued General Resolution 1101/2025, which fully replaces Title III of the CNV Rules (Consolidated Text 2013, as amended), incorporating procedural adjustments and valuation criteria aimed at standardizing practices and reducing administrative burdens.

Accordingly, the CNV introduces amendments to the delisting and cancellation of public offering regime, to clarify the powers of the corporate bodies authorized to adopt such decisions. The amendments expressly incorporate scenarios of automatic cancellation, particularly upon the expiration of the term of the last issued class or series, duly notified to the CNV. They also clarify the cases in which cancellation applies due to the absence of outstanding securities and the lack of any active global programs. All this contributes to a more efficient and predictable process for issuers.

On the one hand, the Resolution relaxes certain formal requirements applicable during the delisting or cancellation process. Thus, it allows submitting special financial statements with a limited review report and alternative documentation to evidence the absence of securities in circulation. Measures are also adopted to reduce administrative burdens and compliance costs for issuers, without affecting the CNV’s supervisory and oversight powers.

On the other hand, and regarding the regime applicable to tender offers (OPA) or exchange offers, the Resolution systematizes and adjusts procedures and requirements. It also incorporates clarifications regarding offerors’ responsibilities, the processing of filings through electronic means, the computation of deadlines, and operational limitations during the course of the offer.

Further, the Resolution relaxes the guarantee regime, allowing its initial evidence through commitment letters issued by the guarantor and enabling the exclusion from the guaranteed amount of the portions of the price corresponding to shareholders who do not participate in the offer. This optimizes the use of resources without undermining investor protection or imposing unnecessary regulatory burdens.

Regarding situations in which a tender offer is not required, the Resolution contemplates cases arising from transfers mortis causa, gratuitous donations, expropriations, regulatory limits on share ownership, and other scenarios provided under applicable regulations. It also expands the criteria for cases in which the CNV’s prior authorization is not required, thereby enhancing legal certainty.

Finally, the Resolution introduces adjustments to the determination of the fair price and to the regime governing irrevocable contributions to be applied to future issuances and debt capitalizations. This covers scenarios of financed acquisitions, exchanges, or conversions—including those carried out through virtual assets—and establishes objective criteria for currency conversions and strengthening information duties. The aim is to ensure consistent valuation parameters, informational transparency, and alignment with the evolution of capital markets.