Acquiring person statement
- • shareholder meeting
(1) Any acquiring person who proposes to make or has made a control share acquisition may at the person’s election deliver an acquiring person statement to the issuing public corporation at the issuing public corporation’s principal office. The acquiring person statement shall set forth all of the following:
(a) The identity of the acquiring person and each other member of any acquiring group of which the person is a member.
(c) The number of voting shares of the issuing public corporation owned, directly or indirectly, by the acquiring person and each member of the acquiring group, and the acquisition dates and acquisition prices of all such shares acquired in a control share acquisition and within 90 days prior to the date of delivery of the acquiring person statement.
(d) The number of additional voting shares of which the acquiring person and each member of the acquiring group has the power to direct the voting other than solely through the holding of an immediately revocable proxy, the identities of the owners of the voting shares and a description of the transaction or transactions in which the voting power was acquired.
(e) If the control share acquisition has not taken place, a description in reasonable detail of the terms of the proposed control share acquisition, including the number of voting shares being sought, the price or range of prices to be paid for the voting shares being sought, the source of financing for the acquisition, whether or not the acquisition will be made by means of a tender offer and, if so, whether the tender offer will be for all outstanding voting shares.
(f) Any plans of the acquiring person for a merger or other fundamental corporate change involving the issuing public corporation.
(2) If the acquiring person requests at the time of delivery of an acquiring person statement and gives an undertaking to pay the corporation’s expenses of a special meeting, the directors of the issuing public corporation shall, within 10 days after receipt by the corporation of the acquiring person statement, call a special meeting of shareholders of the issuing public corporation for the purpose of considering the voting rights to be accorded the voting shares acquired or to be acquired in the control share acquisition. Unless otherwise specified by the board of directors, no other business shall be conducted at a special meeting of shareholders called under this section.
(3) Unless the acquiring person agrees in writing to another date, the special meeting of shareholders shall be held no sooner than 30 days and no later than 50 days after receipt by the issuing public corporation of the request.
(4) If no request is made, the voting rights to be accorded the voting shares acquired in the control share acquisition shall be presented to the next special or annual meeting of shareholders that is held more than 60 days after the date of the control share acquisition.
(5) If a special meeting is requested, notice of the special meeting of shareholders shall be given as promptly as reasonably practicable by the issuing public corporation to all shareholders of record as of the record date set for the meeting, whether or not the shareholders are entitled to vote at the meeting. The board of directors shall fix the record date.
(6) Notice of the special or annual shareholder meeting at which the voting rights are to be considered must include or be accompanied by all of the following:
(b) A statement authorized by the board of directors of the corporation of the position or recommendation of the board, or that the board is taking no position or making no recommendation, with respect to the proposed control share acquisition.
(c) A description of the dissenters’ rights that may result from the vote of shareholders.
(7) To the extent the acquiring person makes any representations in the acquiring person statement or any other communication to the shareholders of the issuing public corporation relating to transactions or other actions to be effected after the shareholder vote on voting rights for control shares acquired by the acquiring person, any approval of voting rights shall be conditioned upon the completion of those transactions or actions as represented and shall be void if the transactions or actions are not effected as represented.
(8) An acquiring person whose voting rights for control shares are denied by the shareholders may request another special meeting of shareholders in accordance with this section to consider those voting rights no sooner than six months after the meeting at which voting rights were denied. [1989 c.4 §4; 1991 c.7 §3]
Note: See note under 60.801 (Definitions for ORS 60.801 to 60.816).
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