§ 17-18-303 — Notice of control share acquisition; acquiring person statement

Wyoming § 17-18-303

• Jurisdiction: Wyoming
• Title 17: Corporations, Partnerships and Associations
• Ch. 18: WYOMING MANAGEMENT STABILITY ACT
• Art. 3: CONTROL SHARE ACQUISITIONS

Text

(a) Any person who proposes to make a control share
acquisition may, and any person who has made a control share
acquisition shall, deliver an acquiring person statement to the
issuing public corporation at the issuing public corporation's
principal office. The acquiring person statement shall contain
the following:
(i) The identity of the acquiring person, including
the identity of each member of any partnership, limited
partnership, syndicate or other group which constitutes a part
of the acquiring person for purposes of W.S. 17-18-301(a)(i);
(ii) A statement that the acquiring person statement
is delivered pursuant to this article;
(iii) A statement of the number of shares of the
issuing public corporation owned directly or indirectly by the
acquiring person or with respect to which the acquiring person
may exercise or direct the exercise of voting power;
(iv) The range of voting power for which the
acquiring person seeks voting rights; and
(v) Any undertaking to pay expenses made pursuant to
W.S. 17-18-304(a) or any requests made pursuant to W.S.
17-18-304(d).
(b) If the control share acquisition has not taken place
the acquiring person statement shall, in addition to the
requirements stated in subsection (a) of this section, contain:
(i) A description in reasonable detail of the terms
and conditions of the proposed control share acquisition,
including without limitation the amount and class or classes of
shares to be acquired, the price or prices to be offered for the
shares and the form of the consideration to be offered; and
(ii) Representations by the acquiring person,
together with a statement in reasonable detail of the facts upon
which they are based and other supporting evidence reasonably
sufficient to establish the representations, that:
(A) The proposed control share acquisition will
not be contrary to law;
(B) The acquiring person has the financial
capacity to make, and will make, the proposed control share
acquisition forthwith after the shareholder vote if voting
rights are accorded.
(iii) An affidavit of the acquiring person that:
(A) States that the acquiring person statement
contains all of the information required by this section;
(B) States that the information contained in the
acquiring person statement is true, correct and complete; and
(C) Is signed by the acquiring person if the
acquiring person is an individual or by the chief executive
officer or similar representative of the acquiring person if the
acquiring person is not an individual.