48-103-104 - Registration of takeover offers. - Tennessee Statutes

48-103-104. Registration of takeover offers.

(a)  It is unlawful for any person to make a takeover offer involving an offeree company or to acquire any equity security of an offeree company pursuant to a takeover offer, unless such offer is effective under this part or is exempted by rule or order of the commissioner. Before a takeover offer can become effective under this part, the offeror shall file with the commissioner a registration statement containing the information prescribed in subsection (b) and, not later than the date of filing the registration statement, send a copy of the registration statement by certified mail to the offeree company at its principal office and publicly disclose the material terms of the proposed offer.

(b)  The registration statement shall be filed on forms prescribed by the commissioner and shall be accompanied by the consent to service of process specified in § 48-103-107, and the filing fee specified in § 48-103-109, and shall contain the following information and such additional information as the commissioner by rule or order prescribes:

     (1)  The identity and background of all persons by whom or on whose behalf the acquisition of any equity security of the offeree company has been or is to be effected;

     (2)  The course and amount of funds or other consideration used or to be used in acquiring any equity security, including a statement describing any securities which are being offered in exchange for the equity securities of the offeree company, and if any part of the acquisition price is or will be represented by borrowed funds or other consideration, a description of the transaction and the names of the parties thereto, except that where a source of funds is a loan made in the ordinary course of business by a bank, if the person filing such statement so requests, the name of the bank shall not be made available to the public;

     (3)  If the purpose of the acquisition is to gain control of the offeree company, a statement of any plans or proposals which such person has, upon gaining control, to liquidate the offeree company, relocate any operations of the company, sell its assets, effect its merger or consolidation, or make any other changes in its business, corporate structure, management or personnel;

     (4)  The number of shares or units of any equity security of the offeree company of which each such person and each associate of such person and each person included as an offeror is the beneficial owner or which each such person has a right to acquire, directly or indirectly, together with the name and address of each such person;

     (5)  Material information as to any contracts, arrangements or understanding with any person with respect to any equity security of the offeree company, including transfers of any equity security, joint ventures, loan or option agreements, puts and calls, guarantees of loan, guarantees against loss, guarantees of profits, division of losses or profits, or the giving or withholding of proxies, naming the persons with whom such contracts, arrangements or understanding have been entered into;

     (6)  Material information concerning the organization and operations of any offeror which is a corporation, including the year, form and jurisdiction of its organization, a description of the business done by the offeror and any material changes therein during the past three (3) years, a description of each class of the offeror's capital stock and its long-term debt, a description of the location and character of the principal properties of the offeror and its subsidiaries, a description of any pending legal or administrative proceedings which is material to the offer in which the offeror or any of its subsidiaries is a party, the names of all directors and executive officers of the offeror and their material business activities and affiliations during the past three (3) years, and financial statements of the offeror for its three (3) most recent annual accounting periods and most recent quarterly period;

     (7)  Material information concerning the identity and background of any offeror who is not a corporation, including the offeror's material business activities and affiliations during the past three (3) years, such financial statements of the offeror as may be prescribed by rule or order of the commissioner, and a description of any material pending legal or administrative proceedings in which the offeror is a party; and

     (8)  Three (3) copies of the proposed takeover offer, including all material terms thereof, in the form proposed to be published, sent or delivered to offerees.

(c)  The commissioner may require the offeror to file any other documents, exhibits and information that the commissioner deems material to the takeover offer, and the commissioner may permit the omission of any of the information specified in subsection (b) if the commissioner determines that such information is not required for the protection of offerees.

[Acts 1976, ch. 536, § 2; T.C.A., § 48-2104; Acts 1985, ch. 361, §§ 3-7; T.C.A., §§ 48-5-104, 48-35-104.]