Countries › Colombia › Guide › 10. Capital markets and finance › Tender offers (OPA) and delisting in Colombia under Decreto 451 de 2026: triggers, minimum price, guarantees, timetable, competing bids, the 90 percent sell out right and the delisting offer

Tender offers (OPA) and delisting in Colombia under Decreto 451 de 2026: triggers, minimum price, guarantees, timetable, competing bids, the 90 percent sell out right and the delisting offer

Last verified: 2026-10-27 · Status: Changing

Decreto 451 de 2026 rewrote Colombia's takeover rules: crossing 25 percent of a listed company's voting capital, or adding more than 5 percent above that level, still requires a tender offer (OPA), but the decree now lets bidders pre agree terms with sellers if they disclose them, opens the door to competing bids that must beat the first offer by at least 3 percent, and lets the target's board publish an opinion. The price cannot be below the highest price the bidder paid in the previous six months or agreed in a pre agreement, the offer must be guaranteed before launch, and acceptances run for 30 business days. Holders of 1 percent can force a buyer that passes 90 percent to make a sell out offer, and delisting requires an OPA to dissenting holders at an independently valued price.

USD figures use the TRM of COP 3,157.94 per US dollar valid on 27 October 2026, certified by the Superintendencia Financiera and published on the national open data portal (datos.gov.co). Amounts in UVT use the 2026 UVT of COP 52,374 (DIAN Resolución 000238 de 2025) and amounts in minimum wages use the 2026 monthly minimum wage of COP 1,750,905 (Decreto 1469 de 2025). Conversions are for orientation only.

Key facts

Mandatory tender offer (OPA) threshold for listed companies	25 % of voting capitalDecreto 2555 de 2010 art. 6.15.2.2.1 (Decreto 451 de 2026), as of 2026-10-27 · in force
Lookback for the minimum OPA price (highest price paid)	6 monthsDecreto 2555 de 2010 art. 6.15.2.8.1, as of 2026-10-27 · in force
OPA acceptance period	30 business daysDecreto 2555 de 2010 art. 6.15.2.9.1, as of 2026-10-27 · in force
Minimum improvement for a competing bid (price or number of securities)	3 %Decreto 2555 de 2010 art. 6.15.2.5.1, as of 2026-10-27 · in force
Holding above which minority holders can demand a sell out OPA	90 % of voting capitalDecreto 2555 de 2010 art. 6.15.2.10.5, as of 2026-10-27 · in force
Bar on a new OPA on the same securities after an awarded OPA	9 monthsDecreto 2555 de 2010 art. 6.15.2.3.1, as of 2026-10-27 · in force
SFC term to comment on an OPA application	5 business daysDecreto 2555 de 2010 art. 6.15.2.7.1, as of 2026-10-27 · in force

The rule

1. OPAs must observe these principles: irrevocability, equal treatment of all holders, clear and complete information, and free competition allowing competing bids and improvements. A beneficial owner may only reach 25 percent or more of the voting capital of a listed company through a mandatory OPA, and a holder already at 25 percent or more may only increase by more than 5 percent through an OPA (see the overview page for the full list of exempt events).Decreto 2555 de 2010, Title 2 of Book 15 of Part 6 as replaced by Decreto 451 de 2026 art. 5, Art. 6.15.2.1.1, 6.15.2.2.1 and 6.15.2.2.2, 2026-04-27 official text · verified 2026-10-27 · changed: Decreto 451 de 2026 (Ministerio de Hacienda, 27 April 2026, in force the day after publication) replaced the whole OPA title; OPAs filed or authorized before it took effect stay under the previous rules.

2. Where no OPA is mandatory, a voluntary OPA may be made over listed voting shares, preferred shares or other equity securities, following the same authorization, price and publication rules. Where a merger, acquisition, split or other reorganization, anywhere in the world and even among unlisted companies, takes a beneficial owner over the OPA thresholds in a listed company, it must launch a mandatory OPA within three months for the number of securities acquired, unless within the same three months it sells the excess and proves it to the SFC within 10 business days; meanwhile it cannot vote the excess. After any OPA in which at least one security is awarded, the bidder and its concert parties may not launch another OPA on the same securities for nine months.
Example: A global merger between two foreign groups that gives the surviving parent 40 percent of a Colombian listed company triggers an OPA in Colombia within three months, or a sale of the stake above 25 percent in that period.Decreto 2555 de 2010 as amended by Decreto 451 de 2026, Art. 6.15.2.3.1 and art. 6.15.2.4.1, 2026-04-27 official text · verified 2026-10-27

3. Before launching, the bidder applies to the SFC with the offer booklet (cuadernillo), the draft notice, its corporate approvals, a certificate of existence no older than three months, any antitrust or other administrative authorization (which may be delivered up to the award date), a sworn statement on side agreements and a sworn statement that it is not acting with anyone who made an OPA on the same issuer in the previous nine months. The SFC has five business days to comment. If two applications on the same securities are pending, the one with the higher price prevails; at equal price, the one for more securities; otherwise the first filed.Decreto 2555 de 2010 as amended by Decreto 451 de 2026, Art. 6.15.2.7.1 and art. 6.15.2.7.4, 2026-04-27 official text · verified 2026-10-27

4. The bidder sets the price, but it may not be lower than the highest price it paid for the security in the six months before filing with the SFC, nor than the highest price in any pre agreement with selling shareholders. For OPAs after a reorganization and for sell out OPAs, the price is set by an independent valuer approved by the SFC, and after a reorganization it cannot be below the value used in that transaction. Pre agreements with selling shareholders do not breach the free competition rules if every term (price, number of securities, payment terms, financing sources and anything else relevant, including governance and strategic plans) is disclosed to the SFC in the booklet and to the exchange.
Example: A bidder that bought 10 percent on the market at COP 40,000 per share four months ago and signed a pre agreement at COP 42,000 must offer at least COP 42,000. / At the TRM of COP 3,157.94 that floor is about US$13.30 per share.Decreto 2555 de 2010 as amended by Decreto 451 de 2026 art. 5 and art. 6, Art. 6.15.2.8.1 and art. 7.5.1.1.7, 2026-04-27 official text · verified 2026-10-27 · changed: Decreto 451 de 2026 art. 6 added art. 7.5.1.1.7, expressly allowing disclosed pre agreements with sellers.

5. Before the offer is made, the bidder must prove to the exchange that it has posted a guarantee covering its obligations. For cash offers the guarantee may be a peso deposit with a Colombian bank in the exchange's name; a bank guarantee or letter of credit in favour of the exchange from a Colombian bank rated AA+ or AAA or a foreign bank rated at least at Colombia's sovereign level; an insurance policy from a Colombian or foreign insurer; Nation debt securities; an assignment of rights in funds; or a foreign currency escrow with a foreign bank rated no lower than Colombia's external sovereign debt. Securities offered as consideration must be free of liens and placed in custody, and the guarantee then only covers the cash part.
Cost to do it: The guarantee must cover the full cash consideration; for an offer to buy 30 percent of a company worth COP 1,000,000,000,000, that is about COP 300,000,000,000 (US$95.00 million) plus the cost of the instrument.Decreto 2555 de 2010 as amended by Decreto 451 de 2026, Art. 6.15.2.8.4, 2026-04-27 official text · verified 2026-10-27

6. The bidder publishes the offer notice at least twice in the business pages of a national newspaper (print or electronic): the first within five business days after SFC authorization, repeated daily in the exchange bulletin and released as relevant information by the issuer; the second after 15 business days of the acceptance period. Acceptances open five business days after the first notice and run for 30 business days. The target's board may publish a report for or against the offer, at the issuer's cost, as relevant information up to five business days before acceptances close.Decreto 2555 de 2010 as amended by Decreto 451 de 2026, Art. 6.15.2.9.1 and art. 6.15.2.10.7, 2026-04-27 official text · verified 2026-10-27

7. A competing offer may be filed from the day after the first notice of the earlier offer until two days before its acceptance period ends, by someone not acting with the first bidder. It must be for at least the same number of securities at no lower price and must be better: at least 3 percent higher in price, at least 3 percent more securities, or, at equal price and number, a lower minimum acceptance condition. Filing suspends the earlier offer's acceptance period; if the competing offer is authorized, a new 30 business day period opens for it and the first bidder may only improve. An improvement (higher price or more shares) needs no SFC authorization, is notified up to two business days before its notice, opens a new five business day acceptance period and benefits holders who had already accepted.
Example: Against a first OPA at COP 42,000 per share, a rival must offer at least COP 43,260 (3 percent more) for the same number of shares, or the same price for at least 3 percent more shares.Decreto 2555 de 2010 as amended by Decreto 451 de 2026, Art. 6.15.2.5.1 and art. 6.15.2.7.5, 2026-04-27 official text · verified 2026-10-27

8. When a beneficial owner acquires more than 90 percent of the voting capital of a listed company, it must disclose it as relevant information, and holders of at least 1 percent of the voting capital or of preferred or other equity securities may require it, once, to make an OPA for the remaining capital within three months of the first request, at a price set by an independent valuer approved by the SFC and paid by the issuer. There is no such duty where the 90 percent was crossed in an OPA for 100 percent of the voting capital, but the duty still applies to preferred and other equity securities.Decreto 2555 de 2010 as amended by Decreto 451 de 2026, Art. 6.15.2.10.5, 2026-04-27 official text · verified 2026-10-27

9. A bidder who must launch an OPA and fails to do so within the term may not exercise voting or economic rights on the shares that triggered the duty until it launches the offer, and those shares do not count for quorum or majorities, without prejudice to SFC sanctions.Decreto 2555 de 2010 as amended by Decreto 451 de 2026, Art. 6.15.2.10.8, 2026-04-27 official text · verified 2026-10-27

10. Delisting: the shareholders who voted for cancelling the RNVE and exchange listing must make an OPA for the shares of absent or dissenting holders and for outstanding convertible bonds within three months of the meeting, or the decision lapses. The price is set by an independent valuer approved by the SFC and paid by the issuer; any shareholder who voted in favour and wants to make the offer must propose the valuer within 30 calendar days, and if none does, all who voted in favour must make it pro rata. Shareholders who voted in favour may not trade their shares on the exchange, and transferred shares of any holder do not carry the right to tender into the delisting OPA.Decreto 2555 de 2010 as amended by Decreto 451 de 2026, Art. 5.2.6.1.2, 6.15.2.6.1 and 6.15.2.6.3, 2026-04-27 official text · verified 2026-10-27

Step	Timing	Article
SFC comments on the application	Within 5 business days of a complete filing	6.15.2.7.1
First notice in a national newspaper	Within 5 business days after authorization	6.15.2.9.1
Acceptances open	5 business days after the first notice	6.15.2.9.1
Second notice	After 15 business days of acceptances	6.15.2.9.1
Target board report (optional)	Up to 5 business days before acceptances close	6.15.2.10.7
Acceptance period	30 business days	6.15.2.9.1
Competing offer filing window	Day after first notice to 2 days before acceptances close	6.15.2.5.1
Improvement acceptance period	5 business days after the improvement notice	6.15.2.7.5

OPA timetable under Decreto 2555 de 2010 as rewritten by Decreto 451 de 2026 (business days)

Worked example

A US strategic buyer agrees with the founding family to buy their 35 percent of a Colombian listed company at COP 42,000 per share. Because it will cross 25 percent, it files an OPA with the SFC disclosing the whole pre agreement in the booklet, posts a bank guarantee with the exchange for the full cash price, and opens a 30 business day acceptance period (Decreto 2555 de 2010 art. 6.15.2.2.1, 7.5.1.1.7, 6.15.2.8.4 and 6.15.2.9.1).
A rival may then bid at least COP 43,260 per share, which suspends the first offer until the SFC rules; if the rival is authorized, the first bidder can only respond by improving its price or number of shares, and any holder who had already accepted gets the better terms (art. 6.15.2.5.1 and 6.15.2.7.5).
If the winner ends with more than 90 percent, a holder of 1 percent can require one final OPA for the rest at an independently valued price within three months (art. 6.15.2.10.5).

Step by step

1. Map your beneficial ownership with affiliates and concert parties, including stakes held through foreign holding companies, against the 25 percent and 5 percent triggers.
2. If you buy on the market before the OPA, remember those prices set the floor for six months (art. 6.15.2.8.1).
3. Put every term of any deal with selling shareholders in writing and in the booklet (art. 7.5.1.1.7).
4. Obtain antitrust or sector approvals in parallel; they can be delivered up to the award date (art. 6.15.2.7.1 num. 5).
5. Post the guarantee with the exchange before launch and plan the newspaper and bulletin notices (art. 6.15.2.8.4 and 6.15.2.9.1).
6. Budget for a competing bid and an improvement round, and for a possible 90 percent sell out offer.

Common traps

Forgetting that a reorganization abroad can trigger a Colombian OPA within three months, with voting rights on the excess suspended meanwhile (art. 6.15.2.4.1).
Undisclosed side agreements with sellers: the booklet must contain all of them and the bidder swears there are no others (art. 6.15.2.7.1 num. 6 and art. 7.5.1.1.7).
Market purchases in the six months before filing at a premium: they raise the minimum OPA price (art. 6.15.2.8.1).
Posting a guarantee from a bank rated below AA+ locally or below Colombia's sovereign rating abroad, which the exchange will not accept (art. 6.15.2.8.4).
Delisting shareholders selling their own shares before the delisting OPA: the buyer does not get the right to tender, and the sellers answer to good faith buyers (art. 6.15.2.6.1 parágrafo 3).

Sources

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