Published in the Official Gazette on December 4, 2019, the CVM Normative Ruling No. 616 (“ICVM 616/19) modified provisions related to Public Offerings for the acquisition of shares of publicly-held companies (“PTO”).

Based on recent cases examined by the CVM, the changes implemented in ICVM 616/19 aim to ensure greater predictability for capital market participants, as well as to eliminate some operational costs related to the PTO’s notices.

Among the changes implemented by ICVM 616/19, we highlight:

• On a PTO for the increase of equity participation and delist from a special listing segment, it was excluded the limitation for the acquisition of outstanding shares – in the event of partial adhesion by shareholders representing more than 1/3 of the outstanding shares of the target company, but less than 2/3 of the target company’s outstanding shares – allowing shareholders who adhere to the terms of the PTO to sell their relevant shares;
• On a PTO for the acquisition of control, the exclusion of the possibility of interferences by buyers during the relevant auction, obliging those interested to acquire the control of the target company to manifest their interest by means of competing offers, disclosed in their respective PTO’s notice, i.e., by means of the procedure for competing PTOs;
• On a combined PTO, i.e., PTOs that combine more than one type of PTO, the obligation to uniform the offer price in order to simultaneously comply with the applicable price requirements of all the combined type of PTOs; and
• Loosening of the rules related to the publication of PTO’s notices, becoming optional to proceed with the publication of the PTO’s notices in the Official Gazette and in a widely circulated newspaper, except in case of a PTO for the acquisition of control.

If you need more information and clarifications, please contact us:

Jarbas Velloso

jv@zaslaw.com.br

Marcel Kim Dib

mkd@zaslaw.com.br