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

7.1 Squeeze-out

The Corporations Law expressly provides that if less than 5% of the total shares issued by the company remain in the free float after a successful delisting tender offer, it is possible to implement the redemption of such shares, and, therefore, squeeze out the remaining minorities, upon payment of the same price as paid in the offer, added by the Selic Rate from the financial settlement of the tender offer until the deposit of the redemption price. The redemption must be approved by a special shareholders' meeting of the company and the redemption monies must be deposited at a Brazilian financial institution for collection. The deposit must be disclosed as material information.

7.2 Sell-out

In the event of a takeover offer for the acquisition of share control in which the acquirer seeks the acquisition of all voting shares of the free float (and of offers made by the target company itself, or by the controlling shareholder or those acting in concert with the controlling shareholder resulting in the free float shares being less than 15% of the shares of a type and class – or where the free float shares, prior to the offer, already represented less than 15% of a type and class of shares), the shareholders who decide not to sell their shares will have the right to sell them after the offer ends for a period of 30 days thereafter, for the final offer price (added by the SELIC Rate).

7.3 Squeeze-out followed by a merger

Other than the squeeze-out following the successful conclusion of a delisting tender offer and other instances where the shareholder did not pay the portion of the corporate capital it had subscribed, the Corporations Law does not authorize the squeeze-out of minority shareholders.

7.4 Conditions for acquiring securities within one year after the takeover bid period

For one year following the end of the takeover bid period, the controlling shareholder and the persons acting in concert with it are required to pay the difference between the price paid to the shareholders who tendered their shares in the takeover bid and the price that would otherwise be due to them had they not tendered their shares if (a) the offeror launches a voluntary offer, except if the latter was already disclosed at the time of the first takeover bid, (b) the offeror is required to launch any mandatory tender offer, or (c) there is any corporate transaction which triggers the right of the minority to withdraw from the company pursuant to the Corporations Law, except if the corporate transaction was already disclosed at the time of the first takeover bid.