The Tender Offers (“Ofertas Públicas de Aquisições de Ações” or “OPAs”) are regulated by Ruling CVM 361, enacted by Brazilian Securities Commission. Every Brazilian Tender Offer is subject to the Panel, after public and express statement of the public company adherence or the Offeror.
The Panel Code provides Core Principles and Rules to regulate Tender Offers, especially from the article 43.
ADHERENCE APPLICATION PROCEDURE CAN BE FOUND AT DIRECTIVE RELEASE 001
MATERIAL OWNERSHIP TENDER OFFER
The Panel Code establishes a new type of Tender Offer: the Material Ownership Tender Offer. In this Tender Offer, the adherent company chooses a percentage from 20% up to 30% of the shares of voting stock as an automatic trigger to obligate the person who reached the material ownership to carry out the tender Offer for all other shares and securities convertible into shares issued by the adherent company. The Tender Offer price must at least equal to the highest buy price the acquirer may have paid for voting share in the market within the period of 12 months preceding the date of the tender offer trigger or other criterion determined by Panel, under exceptional circumstances and acting upon request. The Material Ownership Tender Offer is regulated by Panel Code, especially from the article 65.