New Exceptions for Mandatory Tender Offers

On December 12, 2024, the Argentine Securities Commission (CNV) issued General Resolution 1037, introducing modifications to the obligation to conduct mandatory tender offers for companies admitted to the public offering regime.

The Resolution seeks to eliminate regulatory barriers not valuable to the purpose of protecting the public interest, contemplating matters derived from privatization processes.

The Resolution establishes that it will not be mandatory to execute a tender offer when the Federal Government—directly or indirectly, even through companies controlled by it—transfers to a private acquirer its interests, equal or lower than 50%, in a controlling entity of an issuer within the energy or gas sectors admitted to the public offering regime. This applies when the private acquirer assumes the same position as the seller in a pre-existing shareholder agreement without altering the ownership structure of the company, without altering the participation in such company, which must remain equal to or less than 50%.

The CNV highlights that this modification applies to situations where a new shareholder assumes the position of the seller, maintaining the shareholding structure of the controlling entity in the affected issuer intact. Additionally, it includes the new shareholder’s adherence to any pre-existing agreements, if applicable, ensuring continuity in governance and operations, both for the controlling entity and the issuer.

It also highlights that the transfer of shareholdings by the federal State, directly or indirectly, or through controlled companies, may be due to strategic objectives such as the reconfiguration of its participation in key sectors, particularly in the energy and gas sectors, which are fundamental for the Argentine economy.

Finally, it indicates that the Resolution seeks to strike a balance between the public interest, the protection of investors and the need to develop an adequate legal environment for the Argentine State transferring of assets.