Echecopar in takeover bids of NUAM and GBVL

Estudio Echecopar, associated with Baker & McKenzie International, acted as legal counsel in two takeover bids within the framework of the regional integration process of the Peruvian, Chilean and Colombian stock exchanges.

The firm advised Holding Bursátil Regional (NUAM) in the tender offer to acquire the remaining 7.86% of the shares issued by Grupo BVL (GBVL). This offer was made following NUAM’s takeover as majority shareholder of GBVL on November 14, 2023. The consideration consisted of shares issued by NUAM, exchanged for GBVL shares according to an exchange ratio determined by an external valuation entity selected by the Superintendencia del Mercado de Valores (SMV). The offer was launched simultaneously with another offer directed to the minority shareholders of CAVALI ICLV, a subsidiary of GBVL, triggered by the same event.

Takeover and exchange offers are rare in the Peruvian market, and this offer presented specific challenges due to the fact that NUAM is a foreign company. The offering prospectus included additional sections and the settlement mechanism had to be adjusted to properly implement the share exchange.

Close coordination with the local regulator was crucial. The advice involved proposing amendments to the takeover bid regulations and requesting approval of a single selection procedure to determine the valuation entity in charge of pricing both takeover bids. These actions were vital to make the transaction possible and more effective.

The firm also advised Grupo BVL, under the joint responsibility of NUAM, in the tender offer to acquire the remaining 2.68% of shares issued by CAVALI. This offer was part of the same regional integration process and was issued simultaneously with the tender offer addressed by NUAM to GBVL’s minority shareholders. The offer was launched by GBVL at a price per share determined by an external valuation entity selected by the SMV.

Coordination with the local regulator was also essential in this case. This advice involved requesting special exceptions to the regulations to allow GBVL to launch the offer in lieu of NUAM and to approve a single selection procedure to determine the valuation entity. These exceptions were granted by the SMV Board and were crucial to the effectiveness of the transaction.

Echecopar’s team for both transactions consisted of partner Alonso Miranda (pictured left) and associates Adrián Tovar (pictured centre) and Ana Paula Saavedra (pictured right).