§ 10-2722 — Information statement

Arizona § 10-2722

• Jurisdiction: Arizona
• Title 10: Arizona Revised Statutes
• Ch. 23: CORPORATE TAKEOVERS
• Art. 2: Control Share Acquisitions

Text

A. Not later than ten days after a control share acquisition, the acquiring person shall deliver to the issuing public corporation at its principal executive office an information statement containing all of the following:

1. The identity of the acquiring person, including the identity of each member of any partnership, syndicate or other group constituting the acquiring person and the identity of each affiliate and associate of the acquiring person, including the identity of each affiliate and associate of each member of such partnership, syndicate or other group.

2. A reference that the information statement is made under this section.

3. The number and class or series of shares of the issuing public corporation beneficially owned, directly or indirectly, before the control share acquisition by each of the persons identified pursuant to paragraph 1.

4. The number and class or series of shares of the issuing public corporation acquired or proposed to be acquired pursuant to the control share acquisition by each of the persons identified pursuant to paragraph 1 and specification of which of the following ranges of voting power in the election of directors that, except for this section, the acquiring person in good faith believes resulted or would result from consummation of the control share acquisition:

(a) At least twenty per cent but less than thirty-three and one-third per cent.

(b) At least thirty-three and one-third per cent but less than or equal to fifty per cent.

(c) Over fifty per cent.

5. The terms of the control share acquisition or proposed control share acquisition, including the source of monies or other consideration and the material terms of the financial arrangements for the control share acquisition, plans or proposals of the acquiring person, including plans or proposals under consideration, to liquidate or dissolve the issuing public corporation, to sell all or a substantial part of its assets or merge or consolidate it or exchange its shares with any other person, to change the location of its principal place of business or its principal executive office or of a material portion of its business activities, to change materially its management or policies of employment, to change materially its charitable or community contributions or its policies, programs or practices relating thereto, to change materially its relationship with suppliers or customers or the communities in which it operates or to make any other material change in its business, corporate structure, management or personnel and such other objective facts as would be substantially likely to affect the decision of a shareholder with respect to voting on the control share acquisition.

B. If any material change occurs in the facts set forth in the information statement, including any material increase or decrease in the number of shares of the issuing public corporation acquired or proposed to be acquired by the persons identified pursuant to subsection A, paragraph 1, the acquiring person shall promptly deliver to the issuing public corporation at its principal executive office an amendment to the information statement containing information relating to such material change. An increase or decrease or proposed increase or decrease equal, in the aggregate for all persons identified pursuant to subsection A, paragraph 1, to one per cent or more of the total number of outstanding shares of any class or series of the issuing public corporation is deemed material for purposes of this subsection. An increase or decrease or proposed increase or decrease of less than this amount may be material, depending on the facts and circumstances.