[Last updated: 1 January 2025, unless otherwise noted]

There are three main forms of takeover bids in Argentina:

• a voluntary takeover bid, in which a bidder voluntarily makes an offer for voting securities issued by the target company (and securities issued by the company conferring the right to acquire voting securities of the target company);
• a mandatory takeover bid, which a bidder is required to make if the intention is to acquire a control participation in the public company; and
• a squeeze-out bid, in which a shareholder who already holds 95% of the voting securities can squeeze out the remaining holders of voting securities. This can be combined with a voluntary or mandatory takeover bid.

A bidder that intends to launch a takeover bid must include certain specific information in its notification to the CNV, including but not limited to the draft prospectus and proof of the funds needed to pay the purchase price. As regards the mandatory takeover bid, the Capital Markets Law provides that the takeover bid shall be mandatory only in those cases in which 50% or more of voting rights of a listed company are acquired, or a participation of less than 50% is reached but the purchaser acts a controller, for example, in a concerted action in the case of shareholder agreements that allow for the appointment of directors or to resolve key matters relating to the operation of the company.

4.1 Voluntary public takeover bid

• The bidder is free to make the takeover bid subject to merger control clearance, prior approval by the CNV and certain other conditions precedent, such as a minimum acceptance level.

• The bidder is, in principle, free to determine the price and form of consideration offered to the target shareholders (absent any pre-existing controlling interest in the target):
  • The offered price may be paid in cash, securities or a combination of both.
  • There is no minimum price for a voluntary takeover bid, but the legal rules provide that the terms of the takeover bid, including the price, must be such that they could be reasonably expected to allow the takeover bid to succeed. In addition, the Securities Resolution provides for certain requirements to be complied with in connection with the price, e.g., the need to obtain two independent opinions on the price included.
  • If there are different categories of securities, different prices per category can only be due to the characteristics of such categories.
  • There can be no price difference within the same category of securities.

4.2 Mandatory public takeover bid

• A mandatory takeover bid is triggered as soon as a person or group of persons acting in concert (or persons acting for their account), as a result of an acquisition of voting securities, intend to directly or indirectly hold 50% or more of voting stocks of a listed company, or hold a participation of less than 50% but the purchaser acts as a controller.

• The main exceptions to the takeover bid obligation include, among others, the following:
  • the controlling participation has been reached after a voluntary bid made to all holders of securities
  • acquisitions made by financial trusts
  • acquisitions made under an expropriation law
  • acquisitions in which all the shareholders of the public company have unanimously agreed to sell the shares
  • acquisitions made as a consequence of a reorganization of economic sectors required by the government

• The offered price shall be the highest price of the following:
  1. The highest price that the offeror or individuals acting on behalf of or jointly with the offeror would have paid or agreed for the securities subject to the offer within 12 months prior to the start date of the takeover bid (non-significant volume acquisitions in relative terms will not be considered, provided they have been made at the quoted price, in which case the higher price paid for the remaining acquisitions in the period referenced shall be considered).
  2. The average price of the securities subject to the offer during the semester immediately prior to the date of the announcement of the operation by which the change in the controlling participation is agreed.

• The consideration offered shall consist of cash.

• The CNV has the power to allow or require an amendment of the price, including if it appears that, apart from the consideration offered, special direct or indirect advantages are granted to certain transferors of the securities.

4.3 Follow-on squeeze-out and sell-out right

• Follow-on squeeze-out – a bidder will be able to squeeze out the residual minority shareholders at the end of the takeover bid if it holds, alone or in concert with others, 95% of the voting securities of the target.

• Sell-out right if the bidder is not itself launching a squeeze- out – minority shareholders also have a sell-out right if, at the end of the takeover bid (or of its reopening), the bidder holds, alone or in concert with others, 95% of the voting securities of the target.