On Tuesday (29), the Brazilian Securities and Exchange Commission (CVM) issued resolutions regulating takeover bids (OPAs).
The main change in CVM Resolutions 215 and 216 was the change in the incidence of takeover bids whenever the acquisition of outstanding shares by the controlling shareholder or a person linked to them leads to a reduction in the total number of outstanding shares of the same class and type to a level of less than 15%.
The change in the rule eliminates the requirement to make an offer when the controlling shareholder acquires more than 1/6 of the outstanding shares.
Takeover bids are used to allow shareholders to dispose of their shares in situations involving changes in the corporate structure or the change of capital from public to private.
Changes to the resolutions come into force on July 1, 2025.
Ricardo dos Santos de Almeida Vieira, a corporate and capital markets lawyer at Barcellos Tucunduva Advogados, says that the resolutions bring optimization and clearer definitions on how to carry out the offers.
"The main points reduce costs and eliminate the need for third parties to intermediate the process, since it becomes automatic according to the definitions established in the new standard," he says.
Other changes to the CVM resolutions include:
- Reduction to a simple majority when the number of outstanding shares of the target company is less than 5% of the share capital
- Hypotheses in which the valuation report is automatically waived, when the price of the shares subject to the takeover bid can be determined by alternative criteria that act as a benchmark
- Automatic exemption from contracting an IPO auction in situations of low shareholder dispersion or when costs are disproportionate to the value of the offer
- Division of the intermediary's functions, separating the obligation to guarantee the settlement of the offer from the participant's other obligations
- Creation of two registration procedures, ordinary and automatic, and submission of non-mandatory takeover bids, which are now called "optional", to CVM registration.
- Provision of a procedure for sending confidential queries on specific cases involving takeover bids
