On May 28 2001 the Venezuelan Securities Commission issued a decision on takeovers by shareholders that hold shares in a listed company. The decision deals with an action filed by minority shareholders of a high-profile Venezuelan-listed company. The focus is on acquisitions by controlling shareholders.

The commission held that an entity which directly or indirectly controls approximately 28.5% of the outstanding shares of a listed company must follow the tender offer regulations in order to increase its holding in the listed company.

The commission also ruled that the shareholders (or their affiliates) must make a tender offer for at least 75% of the capital stock of the listed company if they wish to acquire shares of the listed company to increase their 28.5% stake.

The decision is noteworthy in that, in the commission's view, when a controlling shareholder wishes to increase its equity in the controlled company, it must make a tender offer for at least 75% of the company's capital stock.

For further information on this topic please contact Carlos OmaƱa or Gustavo Reyna at D'Empaire Reyna Bermudez Abogados by telephone (+58 212 264 6244) or by fax (+58 212 264 7543) or by e-mail ([email protected] or [email protected]).

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