Last Updated April 16, 2019

Law and Practice

Contributed By Ferrere Abogados

Authors



Ferrere Abogados is the only multi-jurisdictional, purely South American law firm, and has 250 attorneys across Bolivia, Ecuador, Paraguay and Uruguay, offering international-class service and participating in the majority of important deals. The M&A practice group works in collaboration with the firm’s other areas to form a multidisciplinary team offering full-service legal advice. It represents a stellar list of international and local clients from a wide range of sectors, such as retail, energy, infrastructure, insurance, construction, media and information technology, agribusiness, food, pharmaceutical, banking and real estate. Activity includes acting as buyer’s or seller’s counsel in acquisitions, leading applications for concessions, advising on greenfield projects, and developing ex ante a BIT protection strategy for a major investment.

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.

Ferrere Abogados

Juncal 1392

+598 2900 1000

ferrere@ferrere.com www.ferrere.com
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Authors



Ferrere Abogados is the only multi-jurisdictional, purely South American law firm, and has 250 attorneys across Bolivia, Ecuador, Paraguay and Uruguay, offering international-class service and participating in the majority of important deals. The M&A practice group works in collaboration with the firm’s other areas to form a multidisciplinary team offering full-service legal advice. It represents a stellar list of international and local clients from a wide range of sectors, such as retail, energy, infrastructure, insurance, construction, media and information technology, agribusiness, food, pharmaceutical, banking and real estate. Activity includes acting as buyer’s or seller’s counsel in acquisitions, leading applications for concessions, advising on greenfield projects, and developing ex ante a BIT protection strategy for a major investment.

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