409.506. Definitions.

MISSOURI STATUTES AND CODES

Definitions.

409.506. As used in sections 409.500 to 409.566, the following termsshall have the following meanings:

(1) "Takeover bid", the acquisition of or offer to acquire by an offerorfrom an offeree, pursuant to a tender offer or request or invitation fortenders, any equity security of a target company, if after acquisition thereofthe offeror would, directly or indirectly, be a beneficial owner of more thanfive percent of any class of the issued and outstanding equity securities ofsuch target company. Such term does not include:

(a) Bids made by a dealer for his own account in the ordinary course ofhis business of buying and selling such security;

(b) An offer to acquire such equity security solely in exchange forother securities, or the acquisition of such equity security pursuant to suchoffer, for the sole account of the offeror, in good faith and not for thepurpose of avoiding this section, and not involving any public offering ofsuch other securities within the meaning of section 4 of title I of theSecurities Act of 1933, (48 Stat. 77, 15 U.S.C. 77d(2)); as amended;

(c) Any other offer to acquire an equity security, or the acquisition ofsuch equity security pursuant to such offer, for the sole account of theofferor, from not more than fifty offerees, in good faith and not for thepurpose of avoiding the provisions of sections 409.500 to 409.566;

(d) Any offer or class of offer where, prior to making the offer, theofferor beneficially owns, directly or indirectly, a majority of the votingequity securities of the target company;

(2) "Offeror", a person who makes, or in any way participates or aids inmaking, a takeover bid, and includes persons acting jointly or in concert, orwho intend to exercise jointly or in concert any voting rights attached to thesecurities for which such takeover bid is made. An "offeror" includes anissuer of securities whose securities are or are to be the subject of atakeover bid whether or not the issuer, upon acquisition, will become thebeneficial owner of such securities. An "offeror" does not include any bankor broker-dealer in securities loaning funds to the offeror in the ordinarycourse of the business of the bank or broker-dealer in securities and nototherwise participating in the takeover bid, or any bank, broker-dealer insecurities, attorney, accountant or consultant furnishing information oradvice to an offeror and not otherwise participating in the takeover bid;

(3) "Offeree", the beneficial owner, residing in this state, ofsecurities which an offeror acquires or offers to acquire in connection with atakeover bid;

(4) "Target company", a resident domestic corporation as defined insubdivision (13) of subsection 1 of section 351.459, RSMo;

(5) "Equity security", any stock, bond, or other obligation of a targetcompany, the holder of which has the right to vote for the election of membersof the board of directors of such target company. Equity security includesany right, option or warrant to purchase an equity security.