Public offerings: CNV modifies the norm to set the fair price and exempts privatizations

The National Securities Commission (CNV) made progress in modifying the regulations governing public acquisition bids (OPA) of companies through the capital market. The measure, which will come into effect next week, establishes parameters for determining the fair price in this type of operations in terms of the exchange rate and the interest rate to be applied. In addition, paves the way for the privatization of state-owned companies by exempting them from the need to carry out a takeover bid when the Government decides to move forward with sales.

The CNV approved this Thursday the general resolution 1.012, which will be published in the next few hours in the Official Gazette. Through the new regulations The provisions relating to the determination of the fair price are adapted in the takeover bids, “in order to safeguard the interests of shareholders against the passage of time and the value of money,” said the organization chaired by Roberto Silva in a statement.

A takeover bid is a transaction in which one or more bidder companies make a purchase offer to all shareholders of a publicly traded company in order to obtain a stake in the company that will give them voting rights on its board of directors. In fact, one of the objectives of takeover bids may be to gain control of the company. In these transactions, there is room for other competing interested parties to submit their own takeover bids within a stipulated period.

The CNV measure establishes that the fair price must be expressed, settled and paid in the same currency agreed upon or used in the takeover, unless it is proven that this is not possible.

“In the event that the fair price is set in foreign currency and it is not possible to make the settlement and payment in that same currency, the same must be made in its equivalent in pesos,” the agency explained. In these cases, The BYMA Dollar Index will be useda reference indicator of the MEP dollar published by the Argentine Stock Exchanges and Markets, or the selling exchange rate for the dollar bill at the Banco Nación corresponding to the closing of operations on the business day prior to the settlement date. Between the two, whoever was older.

“It is also contemplated that if the agreed currency is other than the dollar or the peso, the price must be settled and paid in its equivalent in US dollars or, alternatively, in pesos at the exchange rate of the previous paragraph,” added the official statement.

Instead, If the fair price is set in pesosit is established that said price should be increased using the Badlar Rate in pesos from Private Banks, published by the Central Bank, which is in force at the time of settlement and payment of the operation.

Privatization of companies, excepted

On the other hand, the general resolution paves the way for moving forward with the privatization of public companiesas proposed by the Government of Javier Milei. Specifically, it exempts privatisations carried out through the capital market from complying with the takeover bid regime.

Specifically, it indicates that “the obligation to make a public acquisition offer will not apply” in the event that the “acquisition of controlling interest is as a result direct sale, in whole or in part, by the National State or its autonomous entities in a company under the public share offering regime within the framework of the process of the privatization of public companies and provided that the admission of the company to the public share offering regime takes place from the date of entry into force of General Resolution No. 1012.”

Finally, it also exempts from takeover bids changes in controlling interest that occur as a direct consequence of a restructuring agreement or plan within the framework of a preventive bankruptcy or out-of-court preventive agreement (with or without judicial approval).