On 12 August 2024, ARG CNV published Resolution 1012 to establish guidelines on fair pricing in takeover bids in the official gazette. General Resolution 1012 comes into force on 13 August 2024.

Highlights:

• Regulations adjust provisions re determination of fair price in OPA, to safeguard interests of the shareholders against the passage of time and the value of money.
• The fair price must be expressed, settled, and paid in the same currency agreed upon or used in the takeover / acquisition of control, unless it is proven that this is not possible.
• If the fair price is set in foreign currency and it is not possible to make the settlement and payment in that same currency, it must be made in its equivalent in pesos.
• For the exchange, the BYMA Dollar Index published by ARG BYMA on its website will be used, or selling exchange rate of agreed currency corresponding to close of operations.
• If agreed currency is other than US dollar or peso, price must be settled and paid in its equivalent in USD or, alternatively, in pesos at exchange rate of previous paragraph.
• If fair price is in pesos, said price must be increased using Badlar Rate in pesos of private banks, published by ARG CB, in force at time of settlement and payment.
• New exceptions have been introduced to takeover bid re the privatization of certain companies and corporations that are wholly or majority owned by the National State.
• Changes in controlling interest as direct consequence of a restructuring agreement or plan within framework of preventive bankruptcy or extrajudicial preventive agreement.