• ARG CNV issued General Resolution 1037/2024 to modify standards (NT 2013, mod.).
• The Resolution modified rules on takeover bids that do not involve changes in control.

Highlights

• Resolution 1037 clarified provisions applicable to Public Acquisition Offers (OPA) within the framework of the privatization policy promoted by the national government.
• Grant rights to minority shareholders in with certain substantial changes in control or in the shareholding structure that may affect the strategic direction of companies.
• New provisions allow transfer, equal to or less than 50% of shareholdings by the National State, directly or indirectly, or via controlled companies, in certain sectors.
• Specifically companies in the energy or gas sector, to a private acquirer without the need to carry out a takeover bid, provided that the private acquirer meets conditions.
• Private acquirer must assume the same position as the seller in a pre-existing shareholder agreement, without altering the participation in said company.
• Resolution contemplates a new shareholder assuming position of selling shareholder.
• Keeping the shareholding of the controlling company in the affected issuer intact.
• Includes the adherence of the new shareholder to the pre-existing agreements, if any.
• This ensures continuity in governance and operation of controlling company and issuer.
• Therefore, it will not be mandatory to carry out a takeover bid, since, as there is no effective change in control, the need to activate said mechanism is not justified.
• This new regulation seeks to eliminate the regulatory barriers that do not add value to the purpose of protecting the public interest, facilitating privatization processes.

Effectiveness

• General Resolution 1037 will enter into force on the day after its official publication.