Like in the purchase of shares, the Chilean Merger regulation doesn’t have a conditioned procedure for Foreign Investors. That being said, it’s important to remark that since June 2017, there is an obligation to elaborate a notification towards the Chilean FNE (Fiscalía Nacional Económica) regarding the scheme of operation for those mergers which have an aggregate turnover of $ 70 million USD, between all the parties; or an individual turnover of $ 11.3 million USD, for a minimum of two merging players.

– Dissenting share-holders approval or Eventual Appraisal Rights.

In order to safeguard the shareholders interest, Chilean legislation requires a quorum of 2/3 of the voting shares to sell more than 50 % of the corporation assets, or dissolve, transform, merge or split up the corporation.

This approval must be made in an ordinary o extraordinary shareholders meeting. If approved, the dissenting shareholders have the right to withdraw from the company, by selling their shares to the company itself.

– Internal Revenue Service Inspection

Finally, a merger may or not have a direct tax consequence towards the Chilean IRS (S.I.I.). It’s understood that it won’t have direct tax consequences (tax neutrality) when the merger doesn’t imply a liquidation of the absorbed entity (the Chilean player) and when the absorbing company maintains the Chilean tax cost value registered for the transferred assets. Besides that, the fiscal jurisdiction of the absorbing player must have homologous characteristics.