Section 45.57.020. Disclosure.

   (a) An offeror may not make a takeover bid unless at least 20 days before the bid the offeror files with the department and with the registered agent of the offeree company a statement containing all the information required by (c) of this section and either
        (1) within 10 days following the filing no hearing has been ordered by the department or requested by the offeree company; or
        (2) a hearing has been ordered within that time and, after the hearing conducted by the office of administrative hearings (AS 44.64.010), the department has decided that the offeror proposed to make fair, full, and effective disclosure to offerees of all information material to a decision to accept or reject the offer.
   (b) A hearing shall begin within 20 days of the date of filing of the statement, and adjudication shall be made within 30 days of the filing unless extended by the administrative law judge for the convenience of the parties or protection of the offerees.
   (c) The statement to be filed with the department under (a) of this section shall include the following information and the additional information that the department may require as necessary in the public interest or for the protection of offerees:
        (1) the name, address, and business experience of the offeror and each associate of the offeror;
        (2) the terms and conditions of the takeover bid, which shall include the applicable provisions of AS 45.57.010;
        (3) the source and amount of the funds or other consideration used or to be used in making the takeover bid, and if any part of those funds or consideration is represented or is to be represented by funds or other consideration borrowed or otherwise obtained for the purpose of making the bid, a description of the transaction and the names of the parties to it, except that if a source of funds is a loan made in the ordinary course of business by a bank or financial institution customarily engaged in the business of making loans, it will be sufficient to so state;
        (4) plans or proposals that the offeror may have to liquidate the offeree company, to sell its assets to or merge it with any other person, or to make any other material change in its business or corporate structure;
        (5) the number of shares or other units of securities of each class presently owned by the offeror and each associate of the offeror;
        (6) information as to any contracts, arrangements, or understandings with a person with respect to securities of the offeree company, including but not limited to transfer of any of the securities, joint ventures, loan or option arrangements, puts or calls, guaranties of loans, guaranties against loss or guaranties of profits, division of losses or profits, or the giving or withholding of proxies, naming the persons with whom those contracts, arrangements, or understandings have been entered into, and giving the details of them;
        (7) complete information on the organization and operations of the offeror, including without limitation the year of organization, form of organization, jurisdiction in which it is organized, a description of each class of the offeror's capital stock and of its long-term debt, financial statements for the current period and for the three most recent annual accounting periods, a brief description of the location and general character of the principal physical properties of the offeror and its subsidiaries, a description of pending legal proceedings other than routine litigation to which the offeror or any of its subsidiaries is a party or of which any of their property is the subject, a brief description of the business done and projected by the offeror and its subsidiaries and the general development of that business over the past five years, the names of all directors and executive officers together with biographical summaries of each for the preceding five years to date, the approximate amount of any material interest, direct or indirect, of any of the directors or officers in a material transaction during the past three years or in a proposed material transaction to which the offeror or any of its subsidiaries was or is to be a party, and complete information concerning all inducements to officers and directors of the offeree company which are not made available to all security holders.
   (d) The department may within 10 days of the filing order a hearing to determine whether fair, full, and effective disclosure is proposed, if in the opinion of the department cause for a hearing exists. The offeree company may within 10 days of the filing request a hearing and the department shall upon receipt of the request order a hearing.
   (e) All written soliciting material used by the offeror in connection with the takeover bid shall be filed with the department and the registered agent of the offeree company not later than three days before the time copies of the material are first published or sent or given to offerees.
   (f) If, under an arrangement or understanding with the offeror, any persons are to be elected or designated as directors of the offeree company, otherwise than at a meeting of security holders, and the persons so elected or designated will constitute a majority of the directors of the offeree company, then, before the time that person takes office as a director, the offeror shall file with the department, and transmit to all holders of record of securities of the offeree company who would be entitled to vote at a meeting for election of directors, information substantially equivalent to the information which would be required by sec. 14(a) or 14(c) of the Securities Exchange Act of 1934 to be transmitted if the person was a nominee for election as a director at a meeting of the security holders.

Authorities

45.57.010

Notes

References

AS 45.57.010 Provisions of takeover bids.

History

(Sec. 1 ch 129 SLA 1976; am Sec. 87, 88 ch 163 SLA 2004)