Energy & Infrastructure M&A 2025 Comparisons

Chile’s energy and infrastructure M&A market has experienced a slowdown in transaction volume compared to 12 months ago − although there is a backlog of projects waiting for their environmental approvals that still reflect relevant investment commitments. While the number of transactions has decreased compared to the previous year, deal sizes have increased, which is consistent with an ongoing consolidation trend.

Global geopolitical tensions such as the wars in Ukraine and Gaza, as well as trade turmoil, have in fact impacted logistics and material costs − weighing on early-stage valuations and greenfield investment appetite. This is joined by tighter financial conditions, with high interest rates and more selective lending standards affecting leveraged transactions. Moreover, the upcoming presidential and congressional elections (November 2025) are also accountable for adding a degree of cautiousness to investors, who are assessing how the policy and regulatory landscape might change owing to the election’s outcome.

Despite this, interest in operational and brownfield renewable assets remains robust, especially among international investors seeking established platforms with proven asset management capabilities.

Although generally aligned with global trends, Chile’s deal activity is slightly weaker than global activity.

The past year was defined by the consolidation of hybrid (photovoltaic (PV) system integrated with a battery energy storage system (BESS) (“PV + BESS”)) projects and the restructuring of solar and wind portfolios impacted by curtailment and negative spot prices.

At the same time, the small and medium-scale distributed generation (pequeños medios de generación distribuida, or PMGD) market (ie, small-scale generation projects with generation capacity lower than 9MW) has been significantly affected by regulatory discussions around the stabilised price regime that was originally conceived to provide revenue certainty to these kinds of projects, but which eventually created considerable uncertainty regarding the long-term viability of new projects under this framework. This uncertainty has dampened investor confidence and prompted a reassessment of financial models dependent on PMGD pricing.

Across the sector, companies have adopted a more conservative approach, emphasising enhanced ESG due diligence, particularly regarding social and community matters, and shifting toward co-development or joint-investment models rather than full acquisitions. Meanwhile, energy storage, transmission capacity, and system flexibility have emerged as top strategic priorities for both public and private players.

Access to Chile’s energy and infrastructure M&A market remains diverse and dynamic.

• International strategic investors ‒ mainly from Europe, the USA, and Asia – continue to enter through joint ventures and acquisitions of ready-to-build (RTB) or commercial operation date (COD) portfolios, typically structured as share deals with reinforced warranty frameworks.
• Infrastructure and private equity funds maintain interest but are adopting longer timelines and a stronger focus on asset management over greenfield exposure.
• Local developers, particularly mid-sized players, seek liquidity and partners with technical or financial depth, creating opportunities for investors with strong structuring and financing capabilities.

However, many medium-sized companies are reassessing their long-term presence in Chile, largely owing to environmental, social and communities’ complexities in project development and persistent curtailment issues affecting the profitability of operational assets. These challenges are driving a natural market consolidation, favouring larger and financially stronger participants.

Chile’s project pipeline continues to be dominated by renewable energy, particularly solar, wind, and storage, with typical generation projects ranging from 100–300 MW and BESS systems between 50–200 MW/200–800 MWh.

Hybrid PV + BESS projects have gained strong momentum, both as a response to curtailment and to optimise price arbitrage. In parallel, green hydrogen (H2V) initiatives are progressing gradually, with early-stage pilot projects in Magallanes and Antofagasta – although most have yet to secure bankable offtake agreements.

In infrastructure, the focus lies on reinforcing the national transmission system and improving flexibility, including the planned North–Central high-voltage direct current (HVDC) interconnection and the expansion of 220 kV and 500 kV lines. Conventional generation (gas and diesel) remains limited to back-up capacity and plays only a minor role in new investment decisions.

The establishment and financing of an early-stage company in the energy and infrastructure industry is normally preceded by project development activities carried out by a sponsor, where the procurement of licences, permits and land use rights for the development of the project is key to forming the basis for the creation of a new company and – more importantly – for the financing of the new venture by third-party lenders. These project assets are contributed to a limited liability SPV incorporated in Chile, so as to allocate key assets within the company’s perimeter to facilitate third-party financing and to contain business risk within a single entity.

This type of venture is the standard and is normally implemented by experienced sponsors in the industry that form new SPVs. Although less common, founders of innovation solutions to be implemented in the energy market (such as net-billing solutions and low-scale solar panels) also form early-stage companies and seek strategic partners for business growth or undergo venture capital rounds for financing.

The most common liquidity event is the sale of the companies to larger local incumbents or to foreign companies looking to enter the Chilean market. Valuation drivers and the appetite of investors vary based on the development stage of the project (eg, greenfield, RTB or operational). Generally, transactions are all-cash and might include additional price adjustment rules contingent to certain conditions precedent, such as attainment of RTB status within a given timeframe, or the confirmation of performance parameters for operational projects.

Spin-offs have become increasingly common in Chile’s energy and infrastructure sectors, particularly among companies seeking to separate regulated and non-regulated business lines. They are often used to ring-fence specific assets or projects – such as renewable generation portfolios, transmission assets, or project development platforms – to attract dedicated investors or prepare for strategic sales.

Typical drivers include corporate simplification before entering into joint ventures, facilitating project financing (especially under non-recourse structures), and improving transparency for regulatory compliance. In the infrastructure sector, concessionaires and engineering, procurement and construction (EPC) contractors also use spin-offs to isolate construction risks from operation and maintenance entities.

Spin-offs can be structured as tax-free transactions, provided that the tax cost of the assets to be contributed remains the same in the newco and that no cash flows are generated in favour of the contributing entity.

A spin-off immediately followed by a merger, acquisition, or joint venture is permissible in Chile, provided that each step complies with the corporate and tax rules applicable to reorganisations. This structure is often used to carve out a specific project company or regulated business unit in preparation for a sale or capital contribution, particularly in energy generation, transmission, or infrastructure concessions governed by the National Energy Commission (Comisión Nacional de Energía, or CNE) and the Superintendence of Electricity and Fuels (Superintendencia de Electricidad y Combustibles, or SEC).

The combined structure must be supported by legitimate business purposes and comply with competition law. If the transaction meets the thresholds for mandatory merger control it must be notified to the National Economic Prosecutor’s Office (Fiscalía Nacional Económica, or FNE) – in which case, both transactions (spin-off and subsequent business combination) will be considered as a single transaction. Please see 5.5 Antitrust Regulations for further details.

The implementation of a spin-off typically requires between three and six months, depending on the corporate complexity and whether financial statements, independent valuations, or regulatory authorisations are required. The process involves preparing a spin-off balance sheet, approving the division in a shareholders’ meeting held before a notary public, registering the new entity in the relevant commercial registry, and publishing an excerpt of the spin-off in the Official Gazette.

Although not legally mandatory, obtaining a prior ruling (consulta vinculante) from the Internal Revenue Service (Servicio de Impuestos Internos, or SII) is advisable to confirm the tax neutrality of the operation, especially when significant assets, intercompany loans, or foreign shareholders are involved. The SII generally issues such rulings within two to three months. Where regulated assets are affected (eg, by generation or transmission concessions), the CNE or the SEC may also require prior notification or verification to ensure compliance with sectoral ownership and operational requirements.

Acquiring a minority stake prior to a public offer is a common practice in Chile, including in sectors such as energy and infrastructure, where listed companies may operate under concessions or manage regulated assets. Stakebuilding allows investors to gain market visibility, test regulatory sentiment, and prepare for potential control transactions.

Under Law No 18,045 (Securities Market Law), any person acquiring or disposing of 10% or more of a listed company’s shares must report the transaction to the CMF and to the relevant stock exchange no later than the day after the transaction has been completed. The disclosure must include the acquirer’s identity, purpose of acquisition, and future intentions regarding control or if the acquisition is solely a financial investment.

While Chilean law contains no “put-up-or-shut-up” rule, the CMF may treat the accumulation of shares with an evident control purpose as preparatory to a mandatory tender offer. In the energy context, if the target operates assets connected to the national grid or holds generation concessions, the National Electricity Co-Ordinator (Coordinador Eléctrico Nacional, or CEN) and the CNE may request notice of the change in control to ensure continuity of operations and compliance with sectoral obligations.

A mandatory tender offer (oferta pública de adquisición de acciones, or OPA) must be launched when:

• an acquirer obtains control of a listed company by means of the tender offer; or
• as a consequence of any kind of acquisition of shares, a person (or group of persons acting jointly) reaches two-thirds or more of the voting shares ‒ in which case, they must launch a mandatory tender offer for the remaining shares.

Control is presumed where more than 50% of voting shares are held, or where the acquirer is able to determine the outcome of board elections or management decisions (Article 97 of Law 18,045 (the “Securities Market Law”)). The offer must be filed by means of a tender offer notice published in a national newspaper and filed with the Financial Market Commission (Comisión para el Mercado Financiero, or CMF) within 30 days of the publication of the notice. The offer must remain open for a minimum of 20 and a maximum of 30 business days.

Control exercised through voting agreements or pacts is also covered by Article 99 of Law 18,045, which requires disclosure to the CMF and the stock exchange.

Procedural rules governing the form, content, guarantees, timing and publication of tender offers are set out in CMF General Rule (Norma de Carácter General, or NCG) No 104.

The most common structure for acquiring a public company in Chile is an OPA governed by the Securities Market Law. Friendly transactions often involve a pre-agreed share purchase agreement between the bidder and key shareholders, the completion of which is subject to the OPA’s outcome.

Statutory mergers under Law No 18,046 (the “Corporations Law”) are legally available but rarely used for listed companies, owing to their procedural complexity. They require the approval of two-thirds of the voting shares, publication of the merger plan, and creditor-protection measures under Articles 94–100 of the Corporations Law.

In the energy and infrastructure sectors, these hurdles are compounded by the need to update concessions and regulatory authorisations with the CNE, the CEN, and the SEC. These authorities generally prefer continuity of the licence-holding entity, making corporate-level mergers less practical than share acquisitions through an OPA.

Public company acquisitions are typically cash-based ‒ although mixed consideration is permitted. In statutory mergers, consideration may consist of cash, shares, or other assets, provided that the valuation methodology and exchange ratio are properly disclosed to shareholders under the procedure set out in Articles 94–100 of the Corporations Law.

For tender offers, Article 199 of the Securities Market Law identifies the circumstances in which a takeover must be carried out through an OPA. Once a bidder has taken control, Article 200 of the Securities Market Law establishes a price-protection rule, whereby the controlling shareholder may not acquire an additional 3% or more of the voting shares within 12 months unless it makes a new tender offer at a price per share not lower than the price paid in the original control acquisition. This rule safeguards equal treatment of minority investors.

Although contingent value mechanisms (eg, earn-outs) are uncommon in public M&A, they may appear in negotiated private transactions. This is especially the case in the renewable energy and infrastructure segments, where valuation depends on project pipelines or regulatory tariffs approved by the CNE.

Chilean law requires certainty and equal treatment for shareholders in public tender offers. OPAs must generally be unconditional, except for a limited set of objective and verifiable conditions.

Permitted conditions include:

• a minimum acceptance threshold (often 50% plus one share or two-thirds of the voting shares) (see 4.7 Minimum Acceptance Conditions for further details);
• merger control clearance from the FNE;
• sectoral authorisations or notifications from the CNE, the CEN, or the SEC, where control of regulated assets or concessions is affected; and
• material adverse change provisions, but only where the triggering events are precisely defined and objectively measurable.

The CMF restricts the use of discretionary or subjective conditions, as they would undermine market certainty or allow the bidder to withdraw unilaterally. Each condition must be explicitly disclosed in the OPA prospectus (prospecto informativo) filed with the CMF and published through the stock exchange system.

It is standard to execute a transaction agreement or support agreement between the bidder and the controlling shareholder or significant shareholders, setting out the board’s recommendation, exclusivity, and information-sharing provisions. These are enforceable under the Civil Code and the Corporations Law, subject to directors’ fiduciary duties.

Board members must individually issue a reasoned opinion to shareholders and the CMF regarding the advisability of the offer to the shareholders. Representations and warranties are rarely included in public deals; disclosure occurs through the OPA prospectus filed with the CMF.

As mentioned in 4.5 Common Conditions for a Takeover Offer/Tender Offer, typical minimum acceptance thresholds in OPAs range from 50% plus one of the voting shares – to achieve simple control – to two-thirds of the voting shares, which is required for special-majority corporate actions such as amendments to by-laws or statutory mergers under Articles 67 and 69 of the Corporations Law.

The specific threshold chosen depends on the bidder’s post-closing objectives. Examples of such objectives include obtaining sufficient control to consolidate financials, amend governance provisions, or initiate a subsequent delisting or merger.

Chilean law does not grant automatic squeeze-out rights allowing a controlling shareholder to compulsorily buy out minority shareholders after a tender offer. However, under Article 71 bis of the Corporations Law, if a shareholder reaches 95% or more of the voting shares of a publicly listed company, the remaining minority shareholders gain a statutory appraisal right (derecho a retiro) and require the controlling shareholder to purchase their shares.

At the same time as launching a tender offer, the bidder must disclose the manner in which the offer will be financed and include evidence sufficient to conclude that the bidder has the funds available to settle the offer. This ensures “certain funds” equivalent to the total consideration. Conditional or financing-dependent offers are not permitted.

Permitted deal protection mechanisms in Chilean public M&A transactions are limited by the principles of transparency and fairness, as well as by directors’ fiduciary duties as set out in the Corporations Law. There is no specific statutory regime governing deal protection mechanisms in public M&A. Instead, the scope of permissible protections is determined by the general duties of directors under the Corporations Law and by the equal treatment and transparency principles applicable to tender offers under the Securities Market Law.

If a bidder cannot obtain 100% ownership of a target as a result of a takeover offer but still holds a majority stake, the bidder can pass ordinary resolutions at shareholders’ meetings. If the bidder holds two-thirds or more of the company’s voting shares, the bidder can pass supermajority resolutions, which include:

• changing the company’s type;
• amending the company’s term (if not indefinite);
• dissolving the company;
• changing the company’s domicile;
• decreasing the capital;
• approving and appraising in-kind contributions as capital;
• amending the dividend policy; and
• approving and ratifying related-party transactions.

It is common for bidders to obtain irrevocable undertakings from principal shareholders of the target to tender their shares or support the transaction. These commitments are binding under Chilean civil and corporate law. Any agreement that relates to acting in concert or influencing control or voting rights must be disclosed to the CMF and the stock exchange under Articles 12 and 14 of the Securities Market Law and reported as a shareholders’ pact where applicable (CMF NCG No 30).

Typical undertakings specify:

• the number or percentage of shares subject to the commitment;
• the duration of the obligation (often through the full OPA period);
• any conditions precedent to the offer proceeding (eg, minimum acceptance threshold, regulatory clearances).

These commitments are commonly attached or referenced in the offer prospectus filed with the CMF and disclosed via the relevant stock exchange.

Public tender offers must be filed with the CMF for review at the same time as the launch of the offer. Although the offer does not need to be approved prior to the launch, the CMF can make observations on the offer prospectus and request that the bidder provide additional information, and – in case of relevant deficiencies ‒ the CMF can suspend the tender process until sufficient information is disclosed to the public.

The Santiago Stock Exchange (Bolsa de Comercio de Santiago) and other authorised exchanges handle publication, trading suspension, and disclosure logistics. However, these exchanges do not approve or validate the offer price or commercial terms.

The offer period must be between 20 and 30 business days and may be extended once for an additional term of between five and ten business days.

Bidders typically procure merger control clearance after announcing and before launching a tender offer.

Privately held energy and infrastructure companies in Chile are commonly acquired through all-share purchase agreements or, less frequently, through asset transfers. Buyers typically conduct full legal, tax and regulatory due diligence, focusing on concession titles, sectoral permits, and environmental authorisations.

Transactions involving foreign investors must comply with the Chilean Central Bank (Banco Central)’s Compendium of Foreign Exchange Regulations (Chapter XIV), which requires the registration of capital contributions, shareholder loans, and repatriation rights. This registration ensures access to the formal exchange market and protection for capital returns under Chile’s foreign investment regime.

Where the target company owns or operates regulated assets, notifications or approvals may also be required depending on the asset class.

If the turnover of the acquirer and its business group (on one hand) and of the target company (on the other) exceed certain thresholds, the transaction must be notified to the FNE for merger control clearance.

Although there are no requirements for the incorporation of a company, there are fact- and sector-specific regulations for the company’s operation in the energy and infrastructure industry. First, to develop and operate energy and infrastructure projects (and save for a few exceptions), projects must undergo a regulated environmental assessment process before the Environmental Assessment Service (Servicio de Evaluación Ambiental, or SEA), which can take two-and-a-half years on average. The process takes longer for more complex projects.

As for sector-specific regulations, energy projects in general require concessions for the installation and operation of generation, transmission and distribution facilities, which are requested before the SEC and granted by the Ministry of Energy (Ministerio de Energía). The obtaining of electrical concessions can take between one and two years, depending on the complexity of the project. Also, energy facilities’ operations are subject to technical regulations that are permanently supervised by the SEC, and the overall operation of the national grid and dispatching of energy is organised and monitored by the CEN.

Infrastructure related to public works (eg, roads, public services, airports) is also subject to concessions that are granted by the Ministry of Public Works (Ministerio de Obras Públicas, or MOP) through a public tender process. It usually takes between ten and 18 months following the launch for the concession to be awarded.

Where listed companies are involved, the primary securities market regulator for M&A transactions is the CMF.

Chile is a welcoming venue for foreign investment and the same rules for doing business apply both to domestic and foreign companies. Foreign investment is not subject to approval of any kind, but the Chilean Central Bank (Banco Central) must be informed of investments, which are normally reported by local banks receiving funds from abroad. For further information, see in 4.15 Privately Held Companies.

There are no restrictions for foreign investors, regardless of their origin, for acquiring entities in Chile and holding a stake in Chilean companies.

Generally, there are no controls for legal imports and exports, except for special cases where the import of products might pose sanitary risks.

Concentration transactions where the parties surpass specific sales thresholds are subject to mandatory merger control and clearance from the FNE must be obtained before perfecting the transaction. A concentration transaction occurs when two or more economic entities that have been previously independent from each other lose their independence as a result of:

• two or more economic entities combining their activities or merging to form a single economic entity (merger);
• one or more economic entities directly or indirectly acquiring rights that allow such entities ‒ individually or jointly – to decisively influence the administration of another economic entity (acquisition of rights);
• two or more economic entities associating in any form to create a new permanent independent entity (joint venture); or
• one or more economic entities acquiring control over the assets of another economic entity in any capacity (acquisition of assets).

In the case of a concentration operation, mandatory merger control is triggered when:

• the sum of the sales generated in Chile during the previous year by the economic entities that seek to concentrate is equal to or greater than approximately USD105 million; and
• the sales generated in Chile during the previous year by each of the economic entities that seek to concentrate is, individually, equal to or greater than approximately USD19 million.

For the calculation of the sales thresholds, the following rules apply.

• In the case of mergers and joint ventures, the sales in Chile of the economic entities merging or becoming associated – as well as those of their respective corporate groups ‒ are added up.
• In the case of acquisition of rights, the sales in Chile of the economic entity acquiring a decisive influence will be added to those of its corporate group and the acquired economic entity.
• In the case of acquisition of assets, the sales in Chile of the acquiring economic entities and of their respective corporate groups – as well as the revenue generated by the acquired assets – are added up.

The FNE can either:

• approve the concentration transaction without conditions; or
• depending on the materiality of the risks for competition identified in the process, approve the transaction subject to mitigation measures or deny the authorisation altogether.

Acquisitions in Chile are not subject to approvals by works council or to similar labour consultation. It is also not necessary to give notice to the target’s employees, as their employment terms do not vary owing to the fact that the employer is being acquired.

A central bank approval is not required for an M&A transaction in Chile. However, foreign funds for an M&A transaction must enter the formal currency market through local banks, which ‒ in turn – will inform the Chilean Central Bank (Banco Central) of the foreign investment.

The most significant legal development affecting the Chilean energy and infrastructure sectors is the enactment and publication of Law No 21,770 (Ley Marco de Autorizaciones Sectoriales (the “Sectoral Permits Law”)) on 29 September 2025 (promulgated 17 September 2025). The statute establishes a comprehensive framework for streamlining and digitalising sectoral permits, creating a single national platform that will integrate environmental, energy, water, transport and infrastructure authorizations into a co-ordinated process.

Law 21,770 has been enacted but not yet implemented. Its transitory provisions set out a phased entry into force, contingent upon the issuance of enabling decrees by the Ministry of Economy, the Ministry of Energy, and other sectoral authorities. Certain chapters – such as those governing the classification of permits and the minimum procedural rules – will become effective months after the publication of these implementing decrees, while full functionality of the unified system is expected to materialise progressively during 2026–27. Until then, existing sectoral regimes under the SEA, the Superintendency of the Environment (Superintendencia del Medio Ambiente, or SMA), the CNE, the CEN and the SEC, as well as the MOP’s concessions programme, remain applicable.

Once operational, the law is expected to enhance timing predictability and regulatory transparency in project development – two critical variables in energy and infrastructure M&A valuation. By standardising timelines, documentation requirements, and data-sharing among authorities, the reform is expected to reduce permitting risk in due diligence and pricing processes for renewable, hydrogen, and grid-expansion projects. During the transitional phase, investors will continue to model both the current permitting framework and the anticipated streamlined regime to assess deal readiness.

In parallel, the FNE has tightened merger control analysis for vertical and horizontal integration in the power and fuels sectors. These regulatory improvements, together with the forthcoming Sectoral Permits Law implementation, mark a decisive shift towards a more predictable and co-ordinated framework for complex energy infrastructure transactions in Chile.

The standout legal development is the formal integration of energy storage solutions into Chile’s power sector planning and operation by means of the issuance of dedicated regulations that address the technical conditions for the energy storage solutions’ operation and enable the connection of these systems to the national grid. Together, these measures recognise standalone and hybrid BESS as system resources, enabling multi-revenue stacks (adequacy/capacity, ancillary services, congestion relief) and improving bankability for solar-plus-storage platforms.

The Chilean government’s plan is to reach net-zero status by 2050 by fostering policies that enhance the use of non-renewables and by moving forwards with an ongoing phased decarbonisation plan. This year the government announced a new bill offering tax incentives aimed at supporting green hydrogen development, as well as a bill to facilitate investments in decarbonisation. Also, the Chilean government plans to unblock a pipeline of approximately 100 green hydrogen projects awaiting regulatory approval.

The board of directors may authorise the delivery of non-public information to a potential acquirer if it serves the company’s corporate interest and appropriate confidentiality measures are in place.

In practice, Chilean boards often require the counterparty to sign a non-disclosure agreement (NDA) that expressly covers non-public information, thereby prohibiting insider trading and misuse of material non-public information. If multiple bidders are involved, the board must ensure equal access to information, so as to avoid breaching the principle of market transparency.

The scope of due diligence for energy and infrastructure companies typically covers:

• concession titles and operational permits (CNE, CEN, SEC, MOP, SEA);
• power purchase agreements and interconnection agreements;
• environmental compliance and enforcement history;
• land rights; and
• tax and financing structures.

Sensitive grid, security or pricing data subject to sectoral secrecy obligations must be redacted or anonymised.

Legal restrictions derive mainly from securities’ laws, which bar the disclosure or use of material non-public information except where necessary to advance the transaction and under strict confidentiality. Sector-specific statutes further restrict disclosure of system operation data or environmental impact information until formally approved by the competent authority.

Where the target operates critical infrastructure, the Ministry of Energy, the CEN, or the SEC may impose data security safeguards limiting the transfer of real-time dispatch or control-room data.

Legal restrictions also arise under Decree-Law No 211, which limits the exchange of commercially sensitive information during due diligence, particularly where the parties are actual or potential competitors. In those cases, the Fiscalía Nacional Económica typically suggests clean team protocols or data redaction to prevent co-ordination risks.

If the due diligence involves personal data (eg, employee records, landowner/community agreements, stakeholder mapping), processing must comply with Law No 19,628 (currently in force) and the forthcoming Law No 21,648 (the “new Personal Data Protection Law”), which will introduce stricter consent, purpose limitation and security requirements, enhanced data subject rights, and significantly higher sanctions once it enters into force following the creation and operationalisation of the Personal Data Protection Agency (Agencia de Protección de Datos Personales). As a result, bidders and sellers typically implement data minimisation, redaction of personal identifiers, and controlled access to data rooms during due diligence.

A public tender offer must be disclosed upon publication of the offer launch in a national newspaper and the filing of the offer prospectus with the CMF and the relevant stock exchange.

When a takeover or merger involves stock-for-stock consideration, the issuance of new shares requires a prospectus approved by the CMF under the Securities Market Law and CMF NCG No 30 (1989), which governs the disclosure of material facts and the registration of securities.

The bidder’s shares must be registered in the Securities Registry (Registro de Valores) maintained by the CMF. If traded in Chile, the bidder’s shares must be listed on a recognised exchange such as the Bolsa de Comercio de Santiago or Bolsa Electrónica de Chile.

Cross-border share offers are permissible. However, foreign securities must comply with NCG 352 of the CMF.

Bidders must attach audited financial statements to the prospectus when launching a public tender offer or a stock-for-stock business combination.

For Chilean entities, financial statements must comply with the International Accounting Standards Board (IASB)’s International Financial Reporting Standards (IFRS), as required by the CMF. The IFRS is the mandatory accounting framework for all issuers whose securities are registered in the CMF’s Securities Registry, as set out in the Fund Information Systems Manual (Manual de Presentación de Información Financiera, or MPIF) published by the CMF.

If the offer involves a newly formed acquisition vehicle or a merger, the bidder typically includes pro forma combined financial statements illustrating post-transaction capitalisation, indebtedness, and ownership structure.

Foreign bidders may present financial statements prepared under equivalent international frameworks, such as the IFRS or the US Generally Accepted Accounting Principles (GAAP), provided that material differences are disclosed and reconciled in the prospectus.

Bidders must make available to the CMF and the relevant stock exchange all material documents supporting the tender offer. These typically include the share purchase agreement or investment agreement, shareholders’ agreements, financing or guarantee instruments, and any irrevocable undertakings obtained from key shareholders. Such documents accompany the offer prospectus filed for CMF review and remain accessible through the exchange’s electronic bulletin for the duration of the offer period.

Confidential commercial details – such as price adjustment mechanisms, indemnity caps, or earn-out formulas – may be omitted only if their exclusion does not mislead investors or distort the information necessary for an informed investment decision. The CMF may request full copies on a confidential basis to verify compliance.

Directors’ duties apply equally in M&A scenarios as in normal corporate operations. Directors must act with due care, diligence and loyalty, prioritising the corporate interest over personal or third-party interests (including those of shareholders that casted votes to appoint them as directors).

Board members of a public company are required, individually, to evaluate any offer objectively and disclose their reasoned opinion to the CMF and shareholders. Such board members must also avoid selective disclosure to or preferential treatment of any bidder.

It is common for boards of directors to form special committees when certain directors have conflicts of interest or when the transaction qualifies as a related-party operation. These committees review the transaction terms, may appoint independent advisers, and issue a written report.

In listed infrastructure companies, such committees often include directors appointed by minority shareholders.

The board of directors plays an active oversight role in public M&A, but the role of board members is formally limited to recommending for or against the bids. Defensive tactics (eg, issuing new shares or adopting poison-pill-type structures) are rare in Chile, owing to pre-emptive rights and statutory merger rules ‒ although the board may consider alternative transactions.

Shareholder litigation remains limited, but Article 133 bis of the Corporations Law allows shareholders representing at least 5% of the company’s shares (or any director) to bring a derivative action to seek damages on behalf and for the benefit of the company for losses arising from breaches of law, by-laws, board regulations, or CMF rules. In addition, Article 134 bis of the Corporations Law establishes criminal liability where a controlling shareholder or the majority of the board adopts an abusive resolution to benefit themselves or a third party to the detriment of other shareholders and without benefit to the company. The CMF also has administrative sanctioning powers for breach of fiduciary or disclosure duties.

Boards customarily retain legal, financial and technical advisers to support their evaluation of a takeover or merger. Fairness opinions are considered best practice, especially in related-party or management-led transactions. Advisers must be independent and disclose any conflicts of interest.

In energy and infrastructure deals, boards often request technical reports on concession compliance, interconnection, and regulatory risk from sector specialists or independent engineers, alongside financial valuations.