Brazil – CVM Takeover Bids Changes

Brazil – CVM Takeover Bids Changes

On 10 May 2019, CVM proposed changes to rules on takeover bids.

  • Consultation on amendments to CVM Instruction 361 on tender offer procedures.

Key Changes

  • The instruction relates to tender offers for publicly held company shares (OPA).
  • Changes limited in scope, seek to take into account experience in actual cases.
  • Re submission of OPA by increasing participation to 1/3 and 2/3 limits in art 15.
  • Application of same limit to OPA formulated for exit of special listing segment in
    context of Strategic Project for Reduction of Costs of Compliance.
  • Changes re possibility of interference where there is a competing public offering.
  • Clarifies where a single takeover bid is designed to meet more than one of the
    purposes in Instruction 361, offered price must meet requirements of all cases.
  • CVM would like to receive, in addition, suggestions on other possible changes
    to Instruction 361 that could support a future more extensive revision of rules.


  • Open for comment to 10 June 2019.