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

Taking a listed company private is subject to the prior authorization of the CVM and must be preceded by a delisting tender offer for the acquisition of the free float shares of the target company. This offer may be made by the controlling shareholder or the company itself and shall be for the acquisition of all outstanding shares of the free float. In summary, the following requirements are applicable, among others:

• the offer price per share must be fair and duly supported by an appraisal report prepared in accordance with CVM Resolution No. 215. The appraisal report can be discharged in certain specific cases set forth in CVM Resolution No. 215. Unless the appraisal report is discharged as mentioned above, the price must be at least equal to the appraisal value of the target company, added by the Selic Rate from the base date used by the appraisal report until the financial settlement of the offer, based on the following criteria: (a) weighted average trade price of the securities in the stock exchange, (b) book value, (c) discounted cash flow, (d) multiples comparison, and/or (e) other criteria accepted by the CVM.
• Holders of at least 10% of the free float shares have the right to request to the managers of the target company to call a special meeting of holders of the free float shares to decide on the revision of the offer price and preparation of an appraisal report by an appraising firm of their choice that meets the requirements of the CVM, if they understand that the price offered is not the fair one. This right applies regardless of whether or not the appraisal report was originally discharged as mentioned above; and
• shareholders representing more than two-thirds of the “eligible shares”must (a) accept the offer or (b) expressly agree to the delisting of the company. For this purpose, only the free float shares whose owners register themselves to participate in the public offer will be deemed as “eligible shares”. The condition in item (b) will be deemed satisfied if no one registers to participate in the offer. The two-thirds threshold is reduced to the majority of the “eligible shares” when the free float shares represent less than 5% of the total capital stock. If the same offeror launched a public offer for the acquisition of the share control within less than six months prior to the filing for registration with the CVM of the delisting tender offer, the adherences to the offer for the acquisition of the share control can be computed to the two-thirds threshold if: (i) more than two-thirds of all the float shares accepted the public offer for the acquisition of the share control, and (ii) the price offered in the de-listing tender offer is at least equal to the price offered in the public offer for the acquisition of the share control, added by the Selic Rate.

Additional rules and requirements need to be observed to delist the company from the special trading segments of B3.