Public Tender for the Sale of All Shares of Intercargo S.A.U.
Public Law Department Report | Public Tender for the Sale of All Shares of Intercargo S.A.U.
Dear all,
On March 26, 2026, Resolution No. 282/2026 of the Ministry of Economy (“Resolution 282/26“) was published in the Official Gazette, whereby: (a) the call for a National and International Multiple-Stage Public Tender for the sale of one hundred percent (100%) of the share capital of Intercargo Sociedad Anónima Unipersonal (“Intercargo S.A.U.“), owned by the National Government (the “Tender“), was authorized; (b) the Single Terms and Conditions (Pliego Único de Bases y Condiciones – “PUBC“) governing the selection process were approved; and (c) an ad hoc Bid Evaluation Committee was established for the Tender.
It should be recalled that Section 7 of Law No. 27,742 declared Intercargo S.A.U. subject to privatization, and that Decree No. 198/2025 authorized its full privatization through the sale of 100% of its share capital.
Below are the main aspects of the Tender:
1-Key Aspects of the PUBC
-Purpose: The purpose of the Tender is the sale of one hundred percent (100%) of the share capital of Intercargo S.A.U. owned by the National Government.
-Base Price: According to the valuation carried out by Banco de Inversión y Comercio Exterior S.A., the Base Price is USD 45,120,000.
-Multiple-Stage Procedure: The Tender will be conducted in two stages: (a) Stage No. 1, in which bidders’ administrative, legal, technical, and financial qualifications will be assessed; and (b) Stage No. 2, in which the economic offers of pre-qualified bidders will be evaluated, prioritizing the highest offered price.
-Currency and Payment Terms: Economic offers must be expressed in U.S. dollars (USD), and payment must be made in a single lump sum, in cash, prior to the execution of the share purchase agreement and by bank transfer. Payment may be made in Argentine pesos at the exchange rate set forth in Communication “A” 3500 of the Central Bank of the Argentine Republic on the business day preceding the transfer.
2-Key Tender Dates
-Requests for Clarification: Until April 27, 2026, at 4:00 p.m., through the CONTRAT.AR platform.
-Submission of Bids: Until May 7, 2026, at 9:30 a.m., through the CONTRAT.AR platform.
-Bid Opening (Stage No. 1): May 7, 2026, at 10:00 a.m., through the CONTRAT.AR platform.
-Bid Opening (Stage No. 2): Date and time to be determined by the Ministry of Economy in the Selection decision, once Stage No. 1 evaluation is completed. The opening will take place through the CONTRAT.AR platform.
3-Bidder Requirements
-Legal Capacity: The PUBC provides that legal entities with legal capacity to contract and with domicile or principal place of business in the country may participate as bidders. Foreign companies may participate through a corporate vehicle incorporated in Argentina pursuant to General Companies Law No. 19,550, or in the process of incorporation, which must be duly registered prior to the execution of the contract. Joint bids by two or more companies are permitted, with joint and several unlimited liability.
-Technical Capacity: Bidders must demonstrate at least 12 months of experience, within the last 10 years, as a provider (nationally or internationally) of any of the following services: (a) baggage handling; (b) cargo and/or mail handling; (c) ramp operations; and (d) ground transportation services. Such experience may be evidenced:
Directly by the bidder;
In the case of joint bids, by one of the members; or
Through a technical assistance agreement with a recognized operator meeting the required experience, with a minimum term of 12 months from contract execution.
-Financial Capacity: Bidders must submit financial statements for the last three fiscal years. If the most recent fiscal year-end or deadline for submission of financial statements is six months or more prior to the bid opening date (Stage No. 1), an updated statement of financial position must be provided, certified by a public accountant and duly legalized by the relevant Professional Council of Economic Sciences or the Public Registry of Commerce. Additionally, bidders must demonstrate:
Solvency ratio: not less than 1.20
Liquidity ratio: not less than 1.20
Capacity to pay the offered price: Offered Price ≤ Current Assets – Current Liabilities
Liquidity threshold: not less than ARS 29,213,007,102, to ensure funds for three months of Intercargo S.A.U.’s ordinary course of business
In the case of joint bids, these requirements may be met by the member with the largest participation.
4-Guarantees
-Bid Maintenance Guarantee: Bidders must provide a guarantee equal to 5% of the Base Price (i.e., USD 2,256,000). Failure to provide such guarantee will result in inadmissibility of the bid. Bids must remain valid for 180 calendar days from the Stage No. 1 opening, automatically renewable for successive 60-day periods unless expressly withdrawn at least 10 days in advance.
-Challenge Guarantee: To challenge evaluation reports, a guarantee equal to 3% of the Base Price (i.e., USD 1,353,600) must be provided. If the challenge is fully upheld, the guarantee will be refunded; otherwise, it will be enforced.
5-Evaluation of Bids and Award
-Stage No. 1: The Bid Evaluation Committee will verify compliance with administrative, legal, technical, and financial requirements and will issue a Pre-Selection Report recommending the acceptance of admissible bids and the rejection of inadmissible ones.
-Stage No. 2: The Committee will evaluate economic offers and issue a Pre-Award Report, recommending the award to the bidder offering the highest price.}
-Tie-Breaker: In the event of a tie or a difference of no more than 5% between the top-ranked bids, bidders will be invited to improve their offers.
-Challenge Period: Reports may be challenged within five business days following notification to the bidder’s designated electronic address.
-Award and Payment: The Ministry of Economy will award the Tender to the top-ranked bidder. Upon notification of the award, and within two business days from publication of the administrative decision, the successful bidder will be informed of the bank account details for payment of the offered price, which must be made unconditionally within three business days from such notification. Payment may be made in Argentine pesos at the exchange rate set forth in Communication “A” 3500 of the Central Bank of the Argentine Republic on the business day preceding the transfer. Failure to make timely payment will entitle the Ministry to revoke the award and retain the bid maintenance guarantee.
-Execution of the Agreement: Upon payment, the successful bidder will be informed of the place, date, and time for execution of the Share Purchase Agreement, which must take place within seven business days following the final award decision, extendable for an equal period at the Ministry’s discretion.
-Transition Period: The Share Purchase Agreement template provides that, from its execution, the purchaser must: (a) ensure continuity of services at all locations operated by Intercargo S.A.U. for 180 business days, without abrupt discontinuation; any withdrawal from an airport must be duly notified to the Secretariat of Transport and ANAC at least 60 calendar days in advance; and (b) maintain majority shareholding and corporate control of Intercargo S.A.U. for 24 months, without reducing the participation of the bidder that demonstrated the required technical experience. After the first 12 months, the purchaser may request authorization from the Secretariat of Transport to transfer the controlling shareholding to a third party that meets the tender requirements.
6-Jurisdiction: All interested parties, bidders, the successful bidder, and the purchaser submit, for the resolution of any dispute related to the interpretation, application, or execution of the tender process and the contract, to the jurisdiction of the National Federal Administrative Courts seated in the City of Buenos Aires, expressly waiving any other jurisdiction, whether judicial or arbitral, national or international, as well as the right to challenge judges without cause.
7-Data Room and Site Visits
-Data Room: From the publication of the Tender notice and until six business days prior to the Stage No. 1 bid opening, any interested party eligible to bid may request access to the Data Room by submitting a Confidentiality Affidavit. The Data Room will include relevant technical, commercial, financial, and contractual information on Intercargo S.A.U., including, by way of example and without limitation: (a) lists of fixed and current assets; (b) lists of existing contracts; (c) authorizations, permits, and licenses; (d) trademarks and trade names; (e) the company’s liabilities; and (f) employee roster. The information may be updated up to three business days prior to the opening, at the sole responsibility of the interested parties.
-Site Visits: Interested parties may visit Intercargo S.A.U.’s facilities at Aeroparque Jorge Newbery and/or Ministro Pistarini International Airport (Ezeiza) up to ten business days prior to the Stage No. 1 bid opening. Bidders must also submit an affidavit stating their acceptance of the condition of the equipment and facilities as described in the Data Room inventory.
Please do not hesitate to contact us should you require any additional information.
Kind regards.