Estudio Echecopar, member firm of Baker & McKenzie International, acted as legal counsel in two mandatory tender offers as part of the regional integration of the stock exchanges of Peru, Chile, and Colombia.
Estudio Echecopar advised Holding Bursátil Regional S.A. (“NUAM”) on its mandatory tender offer to acquire the remaining 7.86% of shares issued by Grupo BVL S.A.A. (“GBVL”). This tender offer followed NUAM’s takeover as GBVL’s controlling shareholder on November 14, 2023. The consideration for the tender offer consisted of shares issued by NUAM, exchanged for GBVL shares based on an exchange ratio determined by an external valuation entity selected by the Superintendencia del Mercado de Valores (SMV). Concurrently, another tender offer was launched by GBVL (under NUAM’s joint and several liability) targeting the minority shareholders of CAVALI S.A. ICLV, a subsidiary of GBVL.
Given that exchange tender offers are rare in the Peruvian market, this particular offer posed unique challenges due to NUAM being a foreign company.
Consequently, the offering prospectus required additional disclosures, and the settlement mechanism had to be adjusted to accommodate the exchange.
Close coordination with the local regulator was crucial throughout the process. As NUAM’s local counsel, Estudio Echecopar assisted in proposing amendments to tender offer regulations and requesting the SMV’s board of directors to approve a single selection procedure for determining the valuation entity responsible for pricing both tender offers. These steps were vital for the transaction’s success.
Estudio Echecopar also advised Grupo BVL, under NUAM’s joint and several liability, on its mandatory tender offer to acquire the remaining 2.68% of shares issued by CAVALI S.A. ICLV (“CAVALI”). This tender offer was part of the same regional integration process and was launched concurrently with NUAM’s tender offer directed at GBVL’s minority shareholders. The offer was made at a price per share determined by an external valuation entity selected by the SMV.
Close coordination with the local regulator was essential. As GBVL’s local counsel, Estudio Echecopar assisted in requesting special exceptions to tender offer regulations to allow GBVL to launch the offer instead of NUAM and to approve a single selection procedure for determining the valuation entity. These exceptions, granted by the SMV’s board of directors, were crucial for the transaction’s effectiveness.
Partner Alonso Miranda and associates Adrian Tovar and Ana Paula Saavedra advised NUAM and GBVL throughout both processes.
