The new regulation published by the Securities and Exchange Commission (CVM) is complemented by Resolution CVM 216/24 and simplifies procedures, in addition to promoting alignment with international standards and practices. This ebook presents the main changes brought about by the two resolutions, including:
- OPA for Increase in Participation: This type of operation becomes mandatory when the acquisition of shares in circulation by the controlling shareholder or a related party reduces the total shares in circulation of the same class and type to less than 15%.
- OPA for Cancellation of Registration: When the number of shares in circulation of the company is less than 5% of the share capital, the quorum to accept the OPA or expressly agree to the cancellation of the registration becomes a simple majority of the eligible shares.
- Automatic Waiver of Valuation Report: The price of the shares subject to the OPA can be determined based on alternative criteria that serve as a benchmark for fair value.
- Waiver of Auction: This may occur when there is low shareholder dispersion or the costs of the auction are disproportionately high compared to the value of the offer.
- Registration Procedures: Two registration procedures have been created, ordinary and automatic. Non-mandatory OPAs, now referred to as "optional," will have automatic registration.
- Confidential Consultations: The regulation establishes that it is possible to submit a confidential consultation regarding a specific case involving an OPA.
Download the ebook to learn more about the details of the changes brought about by the CVM resolutions and their impacts on OPAs.
