Countries › Panama › Guide › 10. Capital markets and finance › Tender offers for listed Panamanian companies: the 25 and 50 percent triggers, 30 day minimum and 75 percent squeeze out offer

Tender offers for listed Panamanian companies: the 25 and 50 percent triggers, 30 day minimum and 75 percent squeeze out offer

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Last verified: 2026-10-29 · Status: Stable

Anyone, including the issuer, who publicly offers in Panama to buy SMV registered shares for 25 percent or more of the capital, or for an amount that takes the buyer above 50 percent, must notify the Superintendencia del Mercado de Valores no later than launch and follow its rules. Offers stay open at least 30 days, at the same price and terms for all holders. If the bidder ends up with 75 percent or more of the common shares, it must extend the offer on the same terms to the remaining holders.

Panama's currency, the balboa (B/.), is at par with the US dollar, which circulates freely; the Superintendencia de Bancos states that the balboa's value is on a par with the US dollar and that the dollar circulates without restrictions in commercial and financial transactions (checked 29 October 2026). USD figures therefore equal the balboa figures.

Key facts

Tender offer rules trigger (share of capital offered for)	25 %Texto Único DL 1 de 1999 art. 140, as of 2026-10-29 · in force
Tender offer rules trigger (resulting holding)	50 % (more than)Texto Único DL 1 de 1999 art. 140, as of 2026-10-29 · in force
Minimum acceptance period	30 daysTexto Único DL 1 de 1999 art. 144, as of 2026-10-29 · in force
Holding that triggers the mandatory extension to remaining shares	75 % of common sharesTexto Único DL 1 de 1999 art. 145, as of 2026-10-29 · in force
SMV tender offer notification fee	0.02 % of transaction (minimum B/.2,000)Texto Único DL 1 de 1999 art. 25 numeral 4 (Ley 66 de 2016), as of 2026-10-29 · in force
Exchange rate used for USD conversions	1 PAB per USDBalboa at par with the US dollar (Superintendencia de Bancos); Ley 84 de 1904 art. 1, as of 2026-10-29 · in force

The rule

1. Any person, including the issuer, that publicly offers in Panama to buy registered shares of an issuer for 25 percent or more of its issued and outstanding capital, or for a number of shares that would take the buyer above 50 percent, must notify the Superintendencia and comply with its rules on distribution and content of offer documents; the Superintendencia also regulates the target board's response and may exclude offers where investors are not harmed.Texto Único del Decreto Ley 1 de 1999 (Ley del Mercado de Valores), art. 140, 1999-07-08 official text · verified 2026-10-29

2. The notice must be delivered to the Superintendencia at or before the launch, with prompt copies to the issuer and to the Panamanian exchanges where the shares are listed.Texto Único del Decreto Ley 1 de 1999 (Ley del Mercado de Valores), art. 141, 1999-07-08 official text · verified 2026-10-29

3. The acceptance period may not be shorter than 30 days from the offer, and the offer must be made to all holders on equal terms with the same price paid to all who accept.Texto Único del Decreto Ley 1 de 1999 (Ley del Mercado de Valores), art. 144, 1999-07-08 official text · verified 2026-10-29

4. When an offer results in the bidder controlling directly or indirectly 75 percent or more of the issued common shares, the offer must be extended on the same terms to the remaining common shares, whose holders have at least 30 business days (or longer if the offer says so) to accept.Texto Único del Decreto Ley 1 de 1999 (Ley del Mercado de Valores), art. 145, 1999-07-08 official text · verified 2026-10-29

5. The bidder and its affiliates may not buy the target shares outside the offer while it is open, and any change in its terms and conditions must follow the rules for the offer itself.Texto Único del Decreto Ley 1 de 1999 (Ley del Mercado de Valores), arts. 148, 149, 1999-07-08 official text · verified 2026-10-29

6. Filing a tender offer notice costs 0.020 percent of the transaction amount, minimum B/.2,000.
Cost to do it: 0.020 percent of the deal value, at least B/.2,000 (US$2,000).
Example: A B/.40,000,000 offer pays a B/.8,000 notification fee. / US$40 million offer, US$8,000 fee.Ley 66 de 2016 art. 3, rewriting art. 25 of the Texto Único del Decreto Ley 1 de 1999, art. 25 numeral 4, 2016-12-09 official text · verified 2026-10-29

Worked example

A regional group offers B/.40,000,000 (US$40,000,000) for 60 percent of a Panamanian listed bank holding company. The offer is for more than 25 percent and would take it above 50 percent, so it notifies the SMV at launch, pays B/.8,000 and keeps the offer open at least 30 days at one price for all holders.
If acceptances bring it to 80 percent of the common shares, it must extend the same price to the remaining 20 percent, who get at least 30 business days to decide.
If the deal is later structured as a merger of the bank holding company, or a sale of assets equivalent to one, Ley Bancaria art. 103 also requires prior authorisation of the Superintendencia de Bancos, on top of the securities rules.

Step by step

Check whether the target's shares are registered with the SMV; the regime applies to registered shares.
Size the offer against the 25 percent and 50 percent tests and model the 75 percent extension.
Prepare offer documents under the SMV's rules, notify the SMV at or before launch and copy the issuer and exchanges.
Keep the offer open at least 30 days, at the same price for everyone, and do not buy outside the offer.
Obtain sector approvals (banking, insurance) in parallel.

Common traps

The issuer itself is caught when it makes a public buyback offer above the thresholds.
Buying outside the offer while it is open is prohibited for the bidder and its affiliates.
Crossing 75 percent obliges an extended offer on the same terms, so the price paid in the main offer sets the floor for the minorities.

Sources

← Public offerings and listings in Panama: SMV registration, exempt offers, fees and the tax exemptions for registered securitiesInvestment funds in Panama: registered, foreign and private funds, investment manager licences and SMV fees →

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