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Tender offers for Chilean listed companies: when an OPA is mandatory, offer period, pricing, guarantees, competing bids, board opinions and the two thirds squeeze

Last verified: 2026-10-26 · Status: Stable

Taking control of a Chilean open corporation normally requires a public tender offer (oferta pública de adquisición de acciones, OPA) to all shareholders, open for 20 to 30 days and extendable once by 5 to 15 days, at one price for everyone and with pro rata allocation if oversubscribed. Crossing two thirds of the voting shares triggers a mandatory offer for the rest within 30 days at no less than the withdrawal right price. While the offer runs, the target may not sell more than 5 percent of its assets or raise its debt by more than 10 percent, and each director must publish a reasoned opinion within 5 business days.

USD figures use the Central Bank exchange rate of CLP 986.58 per US dollar published in the Diario Oficial for 23 October 2026 (Ley Nº 18.840 art. 44). UF figures use the SII value of CLP 41,221.08 per UF for 26 October 2026 and UTM figures the October 2026 value of CLP 72,151. Conversions are for orientation only; the legal thresholds are set in UF or UTM.

Key facts

Holding that triggers a mandatory tender offer for the remaining shares (within 30 days)	Two thirds of voting shares textLey Nº 18.045 art. 199 bis, as of 2026-10-26 · in force
Tender offer period	20 to 30 days, one extension of 5 to 15 days textLey Nº 18.045 art. 205, as of 2026-10-26 · in force
Advance public notice before closing a change of control outside a tender offer	10 business daysLey Nº 18.045 art. 54, as of 2026-10-26 · in force
Minimum size of an optional tender offer guarantee	10 % of the offerLey Nº 18.045 art. 204, as of 2026-10-26 · in force
Maximum increase in target debt during an offer without CMF approval	10 %Ley Nº 18.045 art. 207 a), as of 2026-10-26 · in force
Voting capital from which decisive influence (control) is presumed	25 %Ley Nº 18.045 art. 99, as of 2026-10-26 · in force

The rule

1. Direct or indirect acquisitions of shares of an open corporation must follow the tender offer procedure when they allow the buyer to take control; when the controller crosses two thirds of the voting shares (art. 199 bis); and, before taking control of a company that controls another open corporation representing 75 percent or more of its consolidated assets, through a prior offer to that subsidiary's shareholders. Exempt are acquisitions through a capital increase of newly issued shares, purchases of shares sold by the controller when they have stock market presence, are paid in cash and the price is not substantially above market, mergers, inheritance and forced sales. Market price is the weighted average of exchange trades between the 90th and 30th trading day before the purchase, and substantially higher means above a premium the CMF sets each year between 10 and 15 percent.Ley Nº 18.045, Ley de Mercado de Valores, Title XXV as added by Ley Nº 19.705 (Diario Oficial 20 December 2000), Art. 198 and art. 199, 2000-12-20 official text · verified 2026-10-26

2. Anyone who alone or acting in concert reaches or exceeds two thirds of the voting shares of an open corporation must launch an offer for the remaining shares within 30 days of that acquisition, at a price not lower than the withdrawal right value. If it does not, the remaining shareholders gain a withdrawal right under art. 69 of Ley Nº 18.046, valued as of the day after the deadline. The duty does not apply when two thirds is reached through a statutory capital reduction, after a valid offer for all shares, or through the exempt operations of art. 199.Ley Nº 18.045, Ley de Mercado de Valores, as amended by Ley Nº 20.382 (Diario Oficial 20 October 2009), Art. 199 bis, 2009-10-20 official text · verified 2026-10-26

3. A shareholder that has taken control may not, in the following 12 months, buy 3 percent or more of the company's shares without a tender offer at no less than the price paid for control, unless it buys on the exchange pro rata. If the offeror buys the same shares on better terms between 30 days before the offer and 90 days after the result notice, sellers before or in the offer can claim the difference. During the offer the offeror may only buy the shares through the offer.Ley Nº 18.045, Ley de Mercado de Valores, Art. 200 and art. 201, 2000-12-20 official text · verified 2026-10-26

4. The offeror publishes a prominent notice in at least two national newspapers the day before the offer starts, and makes available a prospectus with the offeror's identity, controllers and related parties, the shares sought and any minimum, the price (cash or publicly offered securities), the term and acceptance procedure, financing, any guarantee, revocation conditions, and advisers; the offeror must fix a domicile in Chile. Copies go to the CMF and the exchanges on the same day. The offer may include a guarantee of at least 10 percent of the total offer, by bank guarantee, deposit, pledge of public securities or insurance policy, kept for 30 days after the result notice; disputes then go to a court appointed arbitrator.
Cost to do it: Two newspaper notices at launch and the result notice, the prospectus, advisers, and optionally a guarantee of at least 10 percent of the offer.
Example: An offer for CLP 98,658,000,000 of shares with a guarantee needs at least CLP 9,865,800,000 posted. / On a US$100 million offer, the optional guarantee is at least US$10 million.Ley Nº 18.045, Ley de Mercado de Valores, Art. 202, art. 203 and art. 204, 2000-12-20 official text · verified 2026-10-26

5. The offer stays open between 20 and 30 days (30 days if the company has depositary entities registered), and can be extended once by 5 to 15 days with notice before expiry. Competing offers are valid if launched at least 10 days before the initial offer expires. Offers are irrevocable but may include objective lapse conditions and a minimum acceptance level; they may only be amended to raise the price or the maximum number of shares, and a price rise benefits earlier acceptances. Shareholders may withdraw their acceptance until expiry. If acceptances exceed the shares sought, the offeror buys pro rata. Offers must be made to all shareholders of the company or series on equal terms. The result must be published on the third day after expiry, and never later than 15 days after it.Ley Nº 18.045, Ley de Mercado de Valores, Art. 205, art. 206, art. 208, art. 210, art. 211 and art. 212, 2000-12-20 official text · verified 2026-10-26

6. From the announcement and during the whole offer the target may not buy its own shares, create subsidiaries, sell assets worth more than 5 percent of total assets or increase its debt by more than 10 percent, unless the CMF authorises it. It must give the offeror an updated shareholder list within 2 business days of the launch notice, and each director must issue a written, reasoned opinion on whether the offer suits shareholders, disclosing links with the controller and the offeror, within 5 business days. The CMF may suspend the offer for up to 15 days, extendable once, for deficient information, and then cancel it.Ley Nº 18.045, Ley de Mercado de Valores, Art. 207 and art. 214, 2000-12-20 official text · verified 2026-10-26

7. Anyone who intends to take control of an open corporation by any means, including private deals or subscriptions, must inform the public in advance: a written communication to the target, its controllers and subsidiaries, the CMF and the exchanges, and a prominent notice in two national newspapers and the acquirer's website, at least 10 business days before closing and as soon as negotiations are formalised or reserved information is delivered. Within 2 business days of closing, a further notice reports the acquisition. If control is sought through a tender offer, only the tender offer rules apply. Control means the power to secure a majority of votes and elect most directors, or to influence management decisively, which is presumed from 25 percent of voting capital unless someone else holds as much or more, or the holding is 40 percent or less and below the sum of other 5 percent holders.Ley Nº 18.045, Ley de Mercado de Valores, Art. 54, art. 54 A, art. 54 B, art. 97 and art. 99, 1981-10-22 official text · verified 2026-10-26

Step	Timing	Article
Notice in two national newspapers	Day before the offer opens	Art. 202
Prospectus to CMF and exchanges	Same day as the notice	Art. 203
Shareholder list from target	Within 2 business days of the notice	Art. 207 b)
Directors' individual opinions	Within 5 business days of the notice	Art. 207 c)
Competing offers	Launched at least 10 days before expiry	Art. 206
Offer period	20 to 30 days; one extension of 5 to 15 days	Art. 205
Result notice	Third day after expiry; never after 15 days	Art. 212
Mandatory offer after two thirds	Within 30 days of crossing	Art. 199 bis

Tender offer timeline (Ley Nº 18.045 Title XXV)

Worked example

A foreign buyer offers CLP 2,000 per share for 60 percent of a listed retailer with 1,000,000,000 shares, a CLP 1,200,000,000,000 offer (about US$1.22 billion). It publishes notices, files the prospectus and opens the offer for 30 days (Ley Nº 18.045 art. 202, 203 and 205). Shareholders tender 80 percent; it buys pro rata with a factor of 0.75 (60 divided by 80) (art. 208).
At 60 percent it has not crossed two thirds, so no mandatory follow on offer applies. But if within 12 months it buys a further 3 percent off exchange, it must do so through a new offer at no less than CLP 2,000 (art. 200), and if it later reaches 66.7 percent it must offer for the rest within 30 days (art. 199 bis).

Step by step

1. Check whether the deal gives control (art. 97 and 99) or crosses two thirds, and whether an art. 199 exemption applies.
2. If buying privately, publish the art. 54 notice at least 10 business days before closing and the art. 54 A notice within 2 business days after.
3. For an offer, fix a Chilean domicile, prepare the prospectus and financing evidence, and decide on a guarantee.
4. Publish the launch notice; deliver the prospectus to the CMF and exchanges the same day.
5. Track target restrictions and directors' opinions; respond to CMF observations quickly to avoid suspension.
6. Publish the result on the third day after expiry and settle; calculate pro rata if oversubscribed.
7. Check merger control with the FNE separately (see the Investing page on acquiring a Chilean company).

Common traps

Buying from the controller at a premium above the CMF's annual threshold (between 10 and 15 percent over market) and assuming the controller sale exemption applies.
Crossing two thirds through market purchases and missing the 30 day mandatory offer, which hands minorities a withdrawal right (art. 199 bis).
Buying shares outside the offer while it is open (art. 201).
Paying a better price to some sellers within 90 days after the result: earlier sellers can claim the difference (art. 201).
Target boards selling assets above 5 percent or raising debt above 10 percent during the offer without CMF approval (art. 207).

Sources

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