Last Updated June 10, 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.

A bid is only made public in Uruguay in the context of a tender offer in a publicly listed company. The public announcement of a tender offer has to be made within two working days of the authorisation of the Central Bank of Uruguay being obtained, and is made for three days in two newspapers of wide circulation in Uruguay. The public announcement of the bid must contain certain basic information, such as the identity of the offeror and its domicile, the places where the prospectus and the documentation will be available for interested parties, the essential conditions of the tender offer, the guarantees offered in order to fulfil the offer, a description of the participation of the offeror, directly or indirectly, in the share capital of the target company and of the persons that maintain shareholders agreements with the offeror, and, if applicable, a declaration that the acquisition is an economic concentration act and may be subject to notification or authorisation from the Antitrust Commission.

In private companies, no disclosure is required for the issuance of shares in a business combination. In publicly listed companies, the securities must be registered with the Central Bank of Uruguay before they can be issued, so all information regarding the shares to be issued must be disclosed to the Central Bank of Uruguay.

In the context of a tender offer, bidders are required to produce financial statements within the disclosure documents, for the last two fiscal years, or from the date of the start of activities. The last financial statements have to be accompanied by an audit report. In Uruguay, financial statements need to be prepared according to the applicable adequate accounting standards, which are set forth in certain decrees.

In a tender offer, the transaction document that needs to be disclosed in full is the offering prospectus. There is no requirement to disclose any other transaction documents.

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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