§ 23-2-3.1-7 — Hearing; findings and order; notices; expenses; right to appear; insurance companies

Indiana § 23-2-3.1-7

• Jurisdiction: Indiana
• Title 23: BUSINESS AND OTHER ASSOCIATIONS
• Art. 2: SECURITIES AND FRANCHISES
• Ch. 3.1: Takeover Offers

Text

(a) A hearing shall be held at any time within
twenty (20) business days after the required statements under sections
5 and 5.5 of this chapter are filed. If, following the hearing, and within
twenty (20) business days after a statement is filed, the commissioner
finds by a preponderance of the evidence that:
(1) the takeover statement fails to provide full and fair disclosure
to the offerees of all material information concerning the takeover
offer; or
(2) the takeover offer is not made to all offerees of the same class
of equity securities of the target company on substantially
equivalent terms; the commissioner shall by order prohibit the
purchase of shares tendered in response to the takeover offer or
condition purchase upon changes or modifications.
(b) At least five (5) days notice shall be given to the target company,
the offeror, and such other persons as the commissioner may designate
that a hearing will be held under this section.
(c) The expenses, including the cost of transcripts, of all hearings
held under this section shall be borne by the offeror. As security for the
payment of the expenses, the offeror shall file with the commissioner
an acceptable bond or other deposit in an amount determined by the
commissioner.
(d) The target company, the offeror, any offeree, and any other
person whose interests may be affected have the right to appear at any
hearing held pursuant to this chapter and to become a party to the
proceeding. Each such person has the right to present evidence,
examine and cross-examine witnesses, offer oral written arguments
and, in connection with the proceeding may conduct discovery
proceedings in the manner provided in the Indiana Rules of Trial
Procedure. The commissioner may employ any sanction or power
granted courts in the Indiana Rules of Trial Procedure, excluding the
power of contempt, to enforce the commissioner's discovery rulings or
orders.
(e) In the case of a takeover offer subject to the approval of the
insurance commissioner, the offeror within five (5) days after the
statement is filed shall mail a notice to all offerees of the target
company advising the offerees of the general terms and conditions of
the takeover offer and the date of the hearing at which they may appear.
No shares shall be tendered, or purchased by the offeror, until after
approval by both the securities commissioner and the insurance
commissioner. All expenses of notifying the offerees shall be borne by
the offeror.
As added by Acts 1979, P.L.235, SEC.1. Amended by Acts
1981, P.L.215, SEC.4; P.L.242-1983, SEC.5; P.L.229-1989,
SEC.6.