Countries › Peru › Guide › 10. Capital markets and finance › Tender offers and delisting in Peru: mandatory bids for significant stakes in listed companies, prior and subsequent bids, the 2026 SMV reform, delisting buyouts and sanctions

Tender offers and delisting in Peru: mandatory bids for significant stakes in listed companies, prior and subsequent bids, the 2026 SMV reform, delisting buyouts and sanctions

Last verified: 2026-10-28 · Status: Changing

Anyone who intends to acquire or increase, directly or indirectly, a significant participation in a Peruvian company with voting shares listed on the exchange must make a tender offer (OPA) to holders of voting shares, and the SMV applies the regulation's definition under which significant participation starts at 25 percent of the capital; delisting a security requires a prior buyout offer (OPC) paid in cash at no less than a regulated price. Since the SMV reform dated 2 July 2026, OPA and OPC documents go through a 10 business day SMV review with positive administrative silence, offers start two days after registration, a prior OPA runs for at least 20 days, a subsequent OPA for 20 to 40 days, and the bidder hires its own independent valuer instead of an SMV selected one. Skipping a mandatory bid suspends the voting rights of the shares acquired, forces their sale, voids resolutions adopted with them and passes any gain to the sellers.

USD figures use S/ 3.452 per US dollar, the banking system selling rate published by the Superintendencia de Banca, Seguros y AFP for 27 October 2026 as shown in the Banco Central de Reserva del Perú statistics series PD04640PD. Amounts the law sets in soles, UIT or dollars are quoted as written; the 2026 UIT is S/ 5,500 under Decreto Supremo Nº 301-2025-EF. Conversions are for orientation only.

Key facts

Mandatory tender offer for significant participation in listed companies	Yes textTUO LMV art. 73, as of 2023-02-10 · in force
Significant participation starts at	25 % of capitalReglamento OPA art. 1 (Res. CONASEV 009-2006-EF/94.10), as of 2012-04-26 · in force
SMV review of OPA documents	10 business daysRes. SMV 008-2026-SMV/01, as of 2026-07-02 · in force
Minimum period of a prior OPA	20 daysReglamento OPA art. 18, as of 2026-07-02 · in force
Period of a subsequent OPA	20 to 40 daysReglamento OPA art. 18, as of 2026-07-02 · in force
Last day to file a competing offer	Third day of the initial OPA textReglamento OPA art. 24, as of 2026-07-02 · in force
Delisting requires buyout offer	Yes, cash OPC textTUO LMV art. 41 and 74, as of 2023-02-10 · in force
OPC period	15 to 25 daysReglamento OPA art. 42, as of 2026-07-02 · in force

The rule

1. Any person who intends to acquire or increase, directly or indirectly, in one act or successive acts, a significant participation in a company that has at least one class of voting shares listed on the exchange must make a tender offer addressed to holders of voting shares and other securities that may carry voting rights. Bids may also be made voluntarily for any registered security, and are irrevocable on their terms. The SMV regulates the regime, exceptions and subsequent bids.
Cost to do it: Cost of the bid price for the shares tendered, a guarantee, a valuation where required, SMV fees and advisers.
Example: A buyer agreeing to acquire 30 percent of a BVL listed cement company must consider whether the purchase crosses a significant participation threshold before signing. / Acquiring a foreign holding that owns a controlling stake in a Lima listed company can trigger an indirect, subsequent bid.Texto Único Ordenado de la Ley del Mercado de Valores, Decreto Supremo Nº 020-2023-EF (published 10 February 2023); art. 73 as replaced by Ley Nº 27649, Art. 73, art. 75, art. 76 and art. 78, 2023-02-10 official text · verified 2026-10-28

2. The OPA regulation defines significant participation as any direct or indirect ownership of voting shares equal to or above 25 percent of the capital of a company with at least one class of voting shares listed on the exchange, counting holdings of persons in or controlling the holder's economic group; the SMV applies that 25 percent test in its enforcement decisions.
Cost to do it: No fee; the threshold decides whether the bid cost applies.
Example: Moving from 24 to 26 percent of a listed company crosses the 25 percent significant participation test. / A US$10 million block purchase that takes a fund from 20 to 27 percent of a Lima listed company needs an OPA analysis before closing.Reglamento de Oferta Pública de Adquisición y de Compra de Valores por Exclusión (Resolución CONASEV Nº 009-2006-EF/94.10), art. 1, as applied in an SMV resolution of 26 April 2012 published by the SMV on gob.pe, Reglamento art. 1, 2012-04-26 official text · verified 2026-10-28

3. The bid is subsequent (after the acquisition) when the significant participation was acquired indirectly, through a public offer for sale, by transfer from its holder in a single act, or in no more than four successive acts within three years; it covers the percentage resulting from the formula in Annex I and the bidder must notify the target, the exchange and the SMV the day after crossing the threshold, with the price paid. In all other cases the bid is prior and covers the number of securities the bidder intends to acquire.
Cost to do it: Subsequent bid price at least equal to the highest price paid in the triggering transactions.
Example: A buyer who acquires 55 percent from a single seller in one closing must announce the next day and launch a subsequent bid. / Indirect acquisitions offshore lead to a subsequent bid in Lima rather than a prior one.Resolución SMV Nº 008-2026-SMV/01 (dated 2 July 2026), amending the Reglamento de Oferta Pública de Adquisición y de Compra de Valores por Exclusión (Resolución CONASEV Nº 009-2006-EF/94.10), Reglamento art. 6, 2026-07-02 official text · verified 2026-10-28 · changed: Resolución SMV Nº 008-2026-SMV/01 of 2 July 2026 rewrote art. 6 and the registration, timing, board report and valuation rules of the OPA regulation.

4. The bidder files with the SMV the request to register the prospectus and other OPA documents (prospectus with Annex II content, guarantee documents, any required authorizations, the notice, powers and fee payment), the same day informs the target, which discloses it as a material event, and the SMV has 10 business days to decide under a prior evaluation procedure with positive administrative silence; the bidder has 5 business days to cure observations. For subsequent bids, the request is due within six months of the trigger or within five days of receiving the valuation report, whichever is first.
Cost to do it: SMV registration fee payable (amount not verified in this session); guarantee constituted by the start of the offer.
Example: A bidder filing on 1 September with no observations can have its OPA documents registered by mid September. / Foreign bidders should prepare Spanish language prospectus and guarantee documents before filing to fit the 10 business day review.Resolución SMV Nº 008-2026-SMV/01 (dated 2 July 2026), amending the Reglamento de Oferta Pública de Adquisición y de Compra de Valores por Exclusión (Resolución CONASEV Nº 009-2006-EF/94.10), Reglamento art. 12, 2026-07-02 official text · verified 2026-10-28

5. Every OPA starts two days after notice of the registration resolution or after positive silence applies. A prior OPA runs for the period the bidder sets but never less than 20 days, extendable once by up to the same period if there are no competing offers; a subsequent OPA runs between 20 and 40 days and must offer at least the same terms as the triggering transactions. Competing offers may be filed until the third day of the initial OPA. The target's board must issue a reasoned report within seven days, including its view on the reasonableness of the price, any agreements with the bidder and conflicts of interest.
Cost to do it: Board advisory and fairness costs for the target.
Example: A prior OPA launched on day 1 of trading can close no earlier than day 20; rivals must file by day 3. / Directors of the target must disclose any side agreements with a US bidder in their report.Resolución SMV Nº 008-2026-SMV/01 (dated 2 July 2026), amending the Reglamento de Oferta Pública de Adquisición y de Compra de Valores por Exclusión (Resolución CONASEV Nº 009-2006-EF/94.10), Reglamento art. 15, art. 18 and art. 24, 2026-07-02 official text · verified 2026-10-28

6. For subsequent OPAs and for delisting buyouts whose price cannot be taken from market quotations, the bidder hires an independent valuer to set the minimum price or exchange ratio, which may not be below the highest price the bidder paid in the triggering transactions. Valuers may not be related to the bidder or to holders of 1 percent or more of the securities, or have been shareholders, directors, managers or advisers of the bidder in the last two years.
Cost to do it: Valuation fees borne by the bidder.
Example: A bidder that paid S/ 4.20 per share to the controlling seller cannot offer minority holders less, even if the valuer reports S/ 3.90. / A US$1.20 per share control premium sets the floor for the subsequent bid price.Resolución SMV Nº 008-2026-SMV/01 (dated 2 July 2026), amending the Reglamento de Oferta Pública de Adquisición y de Compra de Valores por Exclusión (Resolución CONASEV Nº 009-2006-EF/94.10), Reglamento art. 44 and art. 46, 2026-07-02 official text · verified 2026-10-28

7. Delisting a security from the registry requires those responsible to make a buyout offer (OPC) to the other holders, at a price not lower than the quotation set under SMV criteria or, failing that, the independent valuation; the price must be in cash and paid within the spot settlement period, on the centralized mechanism where the security trades. The SMV does not delist without a prior OPC. An OPC runs for 15 to 25 days.
Cost to do it: Cash cost of buying out minorities who accept.
Example: A controlling shareholder delisting a company with 8 percent free float must fund an offer for all of it. / Delisting a Lima listed subsidiary owned 92 percent by a foreign parent means offering cash for the remaining 8 percent.Texto Único Ordenado de la Ley del Mercado de Valores, Decreto Supremo Nº 020-2023-EF (published 10 February 2023); art. 74 as replaced by Ley Nº 27649; Resolución SMV Nº 008-2026-SMV/01 (dated 2 July 2026), amending the Reglamento de Oferta Pública de Adquisición y de Compra de Valores por Exclusión (Resolución CONASEV Nº 009-2006-EF/94.10), TUO LMV art. 39, art. 41, art. 74 and art. 79; Reglamento art. 42, 2026-07-02 official text · verified 2026-10-28

8. A person who acquires or increases a significant participation without the required procedure has the voting rights of the acquired shares suspended by SMV ruling and must sell them on SMV terms; the shares do not count for quorum, resolutions adopted using them are void, any capital gain on their sale goes to the sellers, and the SMV may replace the sale duty with an OPA for 100 percent of the capital at the higher of the highest price paid or a valuation, after the fine is paid. A court challenge does not suspend SMV measures unless a court grants an injunction backed by cash, surety bond or bank guarantee of 50 percent of the OPA amount.
Cost to do it: Fine plus forced sale or a full bid; counter guarantee of 50 percent of the bid amount to suspend measures in court.
Example: A buyer who silently crossed 50 percent loses its votes on the new shares and must either sell or bid for all shares. / To stay the SMV measures in court on a US$60 million bid, the bidder must post about US$30 million in cash or bank guarantee.Texto Único Ordenado de la Ley del Mercado de Valores, Decreto Supremo Nº 020-2023-EF (published 10 February 2023); art. 77 as amended by Ley Nº 29720, Art. 77, 2023-02-10 official text · verified 2026-10-28

Step	Deadline	Source
Notice of crossing a threshold (subsequent OPA)	Next day	Reglamento art. 6
Filing for subsequent OPA	Within 6 months of trigger or 5 days after valuation, whichever first	Reglamento art. 12
SMV review	10 business days, positive silence	Reglamento art. 12
Cure observations	5 business days	Reglamento art. 12
Offer start	2 days after registration	Reglamento art. 18 and 42
Board report	Within 7 days of start	Reglamento art. 15
Competing offers	Until day 3	Reglamento art. 24
Offer period	Prior OPA at least 20 days; subsequent 20 to 40; OPC 15 to 25	Reglamento art. 18 and 42

OPA and OPC timeline after Resolución SMV Nº 008-2026-SMV/01

Worked example

Subsequent bid: a buyer pays S/ 5.00 per share for a 51 percent block in one closing; it announces the next day, hires an independent valuer, and must offer remaining holders at least S/ 5.00 for the percentage given by the Annex I formula, for 20 to 40 days.
Delisting: a parent holding 92 percent of a company with 10,000,000 shares offers S/ 3.452 per share in cash for the 800,000 remaining shares, a maximum outlay of S/ 2,761,600 (US$800,000).

Step by step

Map current direct and indirect holdings of the economic group against the 25 percent significant participation test and any higher thresholds in the current regulation before any purchase.
Choose a prior OPA, or confirm that the deal fits a subsequent OPA case under art. 6.
Prepare prospectus, guarantee and notice; file with the SMV and inform the target the same day.
For subsequent OPAs and valuation based OPCs, hire an independent valuer that meets art. 46.
Run the offer for the regulated period, settle in cash or securities as allowed, and report results.

Common traps

Indirect acquisitions abroad count; failing to launch the subsequent bid in Lima triggers vote suspension and forced sale.
The minimum subsequent bid price cannot be below the highest price paid in the triggering deals, including control premiums.
Pending bids launched before the 2026 reform may follow transitional rules; check the single complementary transitory provision of Resolución SMV Nº 008-2026-SMV/01.
The consolidated OPA regulation was not available from an official source in this session, so the 25 percent figure rests on an SMV decision applying it; confirm any higher thresholds in the current text with the SMV before acting.

Sources

← Corporate bonds and short term instruments in Peru: bonds for debt above one year, the bondholders' representative, guarantees, convertibles, commercial paper and enforcementListed company governance and market abuse in Peru: material events and reserved information, related party approvals, insider trading presumptions, short swing profits, stake transfer reporting and manipulation →

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