[Last updated: 1 June 2022, unless otherwise noted]
As a general rule, the takeover bid process for a Mandatory Tender Offer is similar to the process that applies in case of a Voluntary Tender Offer, with certain exceptions.
The table below contains a summary overview of the main steps of a typical Voluntary Tender Offer under Peruvian law:
Step |
1. Preparatory stage:
- Preparation of the bid (analysis, due diligence, commit financing, drafting of prospectus).
- The offeror approaches the target and/or its key shareholders.
- Negotiations with the target and/or its key shareholders.
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2. Launching of the bid:
- The offeror files the tender offer notice with the SMV, the Lima Stock Exchange and the target company.
- The offer is binding and irrevocable the first business day after the tender notice has been filed. On the same date, the tender offer notice is published in the Stock Exchange Bulletin and remains published during the tender offer period.
- The tender offer notice must also be published in the Official Peruvian Gazette "El Peruano" and another newspaper within two business days following the date in which the tender offer period commences.
- The bid must be in force for at least 20 trading days.
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3. During the Tender Offer period:
- The offeror, SMV and Lima Stock Exchange must grant recipients of the bid access to all the filed documents.
- Within seven days following commencement of the tender offer period, the board of directors must issue a report describing the advantages and disadvantages of tendering the shares.
- The SMV has five business days from the beginning of the tender offer period to comment on the filed documents.
- The offeror has three business days following receipt of the SMV's comments to address them. Failing to satisfactorily address the comments gives the SMV the right to declare the tender offer invalid.
- The offeror might improve its offer and competing offers may only be filed within 10 trading days from the commencement of the tender offer period.
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4. Settlement:
- Settlement shall occur within three business days following expiration of the tender offer period.
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Set out below is an overview of the main steps for a voluntary public takeover bid in Peru.
5.1 Indicative timeline of a voluntary public takeover
Click here to view the diagram for Peru