M&A deal in Colombia

Those considering concluding an M&A deal in the Republic of Colombia should keep in mind that they must report any such transaction to the SIC (a local regulator). The exceptions to this rule are M&As of financial & aviation companies (regulated by the Ministry of Finance & Civil Aviation Ministry). Typically, Colombian M&A legislation governs:

• M&A transactions in the Republic of Colombia;
• consolidation;
• establishing control over Colombian companies;
• integration.

Concluding an M&A deal in Colombia requires sending a notification to the SIC. The required documents must be submitted prior to the completion of a transaction. Failure to comply with this requirement may result in an investigation being initiated.

Requirements

Enterprises planning to initiate an M&A transaction in the Republic of Colombia must apply for registration.

Registration-related documents can be submitted by either party if they can provide the SIC with all the required information.

Colombia has a system in place whereby a permit must be requested before closing a deal. If parties’ share in all relevant markets is less than twenty percent, the SIC has a right to order them to follow a pre-approval procedure.

Failure to obtain permission to conduct an M&A deal in the Republic of Colombia may entail prohibition to complete a transaction & result in the following penalties:

• a fine of up to one hundred thousand minimum monthly wages (twenty five million dollars) or one hundred fifty percent of the profit received as a result of a violation;
• a fine of up to two thousand minimum monthly wages (six hundred thousand dollars); 
• cancellation of a transaction if it results in restriction of competition.

Colombia: Initiating a Public M&A 

Obtaining preliminary approval requires owners of a purchased company to provide the SIC with a description of an upcoming transaction, relevant markets, competitors, customers & distribution channels. They must also provide information on participants & their financial statements, state a market in which a transaction will be taking place & indicate market shares of the participants & their competitors.

Failure to provide complete information may result in a delay in obtaining permission. Providing false or misleading information may entail fines or even criminal persecution.

Procedure

The SIC has ten days for granting or refusing permission. Permission may be denied if the SIC disagrees with the methodology used for identifying relevant markets or calculating market shares. The pre-approval procedure is organized in three stages: 

• Stage І
  Transaction-related documents are provided to 3rd parties. Preliminary estimate is made within a month.
• Stage II
  Comments from other regulatory bodies are requested & studied indepth
• Stage III
  Additional information is requested. Final decision is made (if no decision is made within 90 days, a transaction is deemed concluded).