Contributed By Ferrere Abogados
It is not common for tender offer terms and conditions to be documented in a definitive agreement. Tender offers have to be submitted for prior approval to the Central Bank of Uruguay with certain required documentation, including a prospectus and documentation and information regarding the offeror. After the tender offer is approved, it has to be published in two newspapers containing certain relevant information. Upon the publication, the shareholders have a term to accept the offer, which is contained in the documents that have been submitted to the Central Bank and are available for the shareholders to review.
If the minority shareholders unanimously resolve to sell their shares to the acquirer that already possesses control of the listed company (when the shareholder directly or indirectly holds a percentage of shares that represents more than 50% of the necessary votes to adopt decisions in a shareholders' meeting), they can agree on the conditions for such sale in a definitive agreement and avoid the tender offer process.