(a)At the time of the filing of an application
with the department, the applicant may submit a written request asking
the department to hold a hearing upon the fairness of the terms,
conditions, and provisions of the proposed issuance and exchange of
stock of the applicant for the stock of the Indiana bank or Indiana bank
holding company. If a request is submitted under this subsection, the
department may hold a public hearing upon the fairness of the
exchange or upon any other matter with respect to the proposed
acquisition. The shareholders of a bank or bank holding company
proposed to be acquired and the shareholders of the applicant may
appear and offer evidence at any public hearing at which the fairness
of the exchange is to be determined. At least ten (10) days before the
hearing,
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(a) At the time of the filing of an application
with the department, the applicant may submit a written request asking
the department to hold a hearing upon the fairness of the terms,
conditions, and provisions of the proposed issuance and exchange of
stock of the applicant for the stock of the Indiana bank or Indiana bank
holding company. If a request is submitted under this subsection, the
department may hold a public hearing upon the fairness of the
exchange or upon any other matter with respect to the proposed
acquisition. The shareholders of a bank or bank holding company
proposed to be acquired and the shareholders of the applicant may
appear and offer evidence at any public hearing at which the fairness
of the exchange is to be determined. At least ten (10) days before the
hearing, a person desiring to appear and offer testimony must give the
department written notice of the person's intent to testify. The
department may require the applicant to produce such evidence as the
department considers necessary to the hearing.
(b) Any public hearing held under this section must commence not
less than thirty (30) days and not more than sixty (60) days after the
date on which the department accepts the application for processing
under section 17 of this chapter. If the department decides to hold a
public hearing under this section, it shall notify the applicant no later
than thirty (30) days after the department's acceptance of an application
for processing and at least twenty (20) days before the hearing. The
public hearing shall be held at a place, date, and time specified by the
department. The department may combine any hearing held under this
section with a hearing held under section 17 of this chapter. The
department may assign the task of conducting the hearing to a member
or employee of the department. If the department decides to hold a
public hearing under this section, the applicant shall provide written
notice of the date, time, place, and purpose of the hearing to each
Indiana bank and each Indiana subsidiary of a bank holding company
that has an office in a county in which the Indiana bank proposed to be
acquired or an Indiana bank subsidiary of the Indiana bank holding
company proposed to be acquired has a principal office or branch. The
Indiana bank or Indiana bank holding company proposed to be acquired
shall transmit the written notice to its shareholders. The notice must
also be published at least twenty (20) days before the date of the
hearing in a newspaper of general circulation in each county in which
is located the principal office or a branch of the bank proposed to be
acquired or the principal office or a branch of a bank subsidiary of the
bank holding company proposed to be acquired. The notice must
contain any other provision as the department may require. The
applicant shall pay all expenses of providing the notice, publication,
court reporter fees, department expenses, appropriate department per
diem expenses, and hearing room fees, as determined by the
department.
(c) The issuance of securities described in subsection (d) is a
transaction exempted from the registration requirements of IC 23-19-3-1 if, at the time the applicant submits a written request to the
department under subsection (a), the applicant also submits to the
securities commissioner appointed under IC 23-19-6-1(a) a notice in
writing of all terms of the transaction and if the securities
commissioner does not disallow the exemption within the next five (5)
full business days.
(d) Subsection (c) applies to any security issued in exchange for one
(1) or more bona fide outstanding securities, claims, or property
interests, or partly in that exchange and partly for cash, under terms and
conditions approved by the department after a hearing held under this
section.