The National Securities Commission (“CNV”, by its Spanish acronym), through CNV General Resolution 1012/24 (“Resolution”), regulated the new provisions related to the determination of the fair price in Public Acquisition Offers (OPA, by its Spanish acronym), in order to safeguard the interests of shareholders against the passage of time and the value of money.
In this regard, the Resolution establishes that the fair price must be expressed, settled, and paid in the same currency agreed upon or used in the takeover, unless it is proven that this is not possible.
In this regard, the Resolution establishes that the following guidelines must be followed for determining the fair Price:
- In cases where the fair price is set in Argentine pesos, the price must be adjusted using the Badlar Rate in pesos from Private Banks, as published by the Central Bank of the Argentine Republic, applicable at the time of settlement and payment.
- On the other hand, if the fair price is set in foreign currency and it is not possible to settle and pay in that same foreign currency, the price must be executed in its equivalent in pesos. To this end, the Resolution stipulates that the price must be settled and paid in its equivalent in U.S. dollars or, alternatively, in pesos using the BYMA Dollar Index published by Bolsas y Mercados Argentinos (BYMA), or the selling exchange rate of the agreed currency as per the closing of operations on the business day immediately preceding the settlement date, as published by Banco de la Nación Argentina, whichever is higher.
On the other hand, the Resolution establishes new exceptions to the Public Acquisition Offers (PAO) regime concerning the privatization of certain companies and entities wholly or majority-owned by the National State, as well as in relation to changes in control participation as a direct consequence of an agreement or restructuring plan within the framework of a reorganization or out-of-court preventive agreement (with or without judicial approval).
