26.1-06-02. Takeover bid - Restrictions
1. No offeror may make a takeover bid unless at least twenty days prior thereto the
offeror files with the commissioner and the target company copies of all information
required by subsection 2 and either within ten days following the filing no hearing is
ordered by the commissioner or requested by the target company, or a hearing is
requested by the target company within that time but the commissioner finds that no
cause for hearing exists, or a hearing is ordered within that time and upon the hearing
the commissioner adjudicates that the proposed takeover bid and the materials being
or to be distributed are not a violation of this title and 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. No offeror may make a takeover bid if the offeror owns five
percent or more of the issued and outstanding equity securities of any class of the
target company, any of which were purchased within one year before the proposed
takeover bid, and the offeror, before making any such purchase, or before July 31,
1971, whichever is later, failed to publicly announce the offeror's intention to gain
control of the target company, and failed to make fair, full, and effective disclosure of
the intention to the persons from whom the offeror acquired the securities.
2. The information to be filed with the commissioner and the target company pursuant to
subsection 1 must include:
a. Copies of all prospectuses, brochures, advertisements, circulars, letters, or other
matter by means of which the offeror proposes to disclose to offerees all
information material to a decision to accept or reject the offer.
b. The identity and background of all persons on whose behalf the acquisition of any
equity security of the target company has been or is to be effected.
c. The names of all insurance companies doing business in North Dakota in which
the offeror has ownership or debt interests, setting forth the ownership or debt
interests, or management functions, setting forth the management functions.
d. The source and amount of funds or other consideration used or to be used in
acquiring any equity security, including a statement describing any securities,
other than the existing capital stock or long-term debt of the offeror, which are
being offered in exchange for the equity securities of the target company.
e. If the offeror has ownership or debt interests, or management functions in other
insurance companies doing business in the state of North Dakota, what plans
exist for consolidation of any functions whatsoever of the target company with the
offeror's other companies, including ratemaking, investment policies, or
consolidation of sales functions.
f. A statement of any plans or proposals which the offeror, upon gaining control,
may have to liquidate the target company, sell its assets, effect a merger or
formal consolidation of it, or make any other major change in its business,
corporate structure, management personnel, or policies of employment; or to
assume any portion of the risks of the target company or to have the target
company assume any portion of the risks, or to reinsure any of the risks of the
offeror.
g. The number of shares of any equity security of the target company of which each
offeror is beneficial or record owner or has a right to acquire, directly or indirectly,
together with the name and address of each offeror.
h. Particulars as to any contracts, arrangements, or understandings to which an
offeror is party with respect to any equity security of the target company, including
without limitation transfers of any equity security, joint ventures, loan or option
arrangements, 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 parties to the contracts, arrangements, or understandings.
i. Complete information on the organization and operations of the offeror, including
without limitation the year of organization, form of organization, the 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 assets 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 such 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, and the approximate
amount of any material interest, direct or indirect, of any of the directors or
officers in any material transaction during the past three years, or in any
proposed material transactions, to which the offeror or any of its subsidiaries was
or is to be a party.
j. If the offeror is a member of a horizontal combination or a vertical combination,
then the same information must be furnished and filed for each member
corporation or limited liability company of the horizontal combination or vertical
combination.
