§ 13-5-426 — Mergers and acquisitions of supervised trust companies

Wyoming § 13-5-426

• Jurisdiction: Wyoming
• Title 13: Banks, Banking and Finance
• Ch. 5: TRUST COMPANIES
• Art. 4: SUPERVISED TRUST COMPANIES

Text

(a) As used in this section:
(i) "Consummation" means the moment when a merger or
acquisition becomes effective;
(ii) "Former trust company" means a trust company or
business entity that will cease operations after a merger or
acquisition;
(iii) "Resulting trust company" means the trust
company or business entity that will continue operations after a
merger or acquisition under an existing trust company charter or
other authority to operate as specified by the laws of another
state;
(iv) "Supervised trust company" means as defined by
W.S. 13-5-301(a)(xv) and shall include a trust company
substantially similar to a supervised trust company that is
chartered or otherwise operating under the laws of another
state, as determined by rule of the commissioner.
(b) A supervised trust company seeking to acquire or merge
with another trust company, including a trust company chartered
or otherwise operating under the laws of another state shall
acquire or merge with another trust company as provided by this
section.
(c) A supervised trust company that is proposed to become
a resulting trust company after a merger or acquisition pursuant
to subsection (b) of this section shall apply for a certificate
of merger or acquisition not less than seventy-five (75) days
before the proposed consummation date. The commissioner may
conduct an investigation, examination or hearing into the
application as the commissioner deems necessary. The
commissioner shall approve or deny the application not later
than sixty (60) days after receipt of the application.
(d) An application filed under subsection (c) of this
section shall include the following information in a form
determined by the commissioner:
(i) Information relating to the character of the
parties to the proposed merger or acquisition, including current
business operations, organizational structure, management,
affiliations and any pending judicial or administrative
proceedings;
(ii) The financial statements of all parties to the
proposed merger or acquisition for each of the parties' current
fiscal year and each of the four (4) preceding fiscal years;
(iii) The final plan, terms and conditions of the
merger or acquisition;
(iv) All records and certifications required by
subsection (f) of this section;
(v) A description of any proposed material changes to
the former trust company and resulting trust company, including
business operations, structure, management, affiliations, name
or location, including any contemplated liquidation, asset sales
or further mergers or acquisitions;
(vi) The identification of any person compensated to
make solicitations or recommendations related to the proposed
merger or acquisition, except for any person who provides legal
advice related to the merger or acquisition;
(vii) Copies of all invitations, tenders or
advertisements making a tender offer for the purchase of stock
or ownership positions related to the proposed merger or
acquisition;
(viii) The source of funds for the proposed merger or
acquisition, including any terms and conditions related to those
funds;
(ix) Any other information material to the proposed
merger or acquisition that the commissioner requests or
requires.
(e) The commissioner shall approve or deny an application
filed under this section upon consideration of the following
factors, if applicable:
(i) The projected impact of the proposed merger or
acquisition on competition for trust company business in
Wyoming;
(ii) Whether the proposed merger or acquisition would
prejudice the interests of trust company customers;
(iii) The character and financial status of the
parties to the proposed merger or acquisition, including the
resulting trust company;
(iv) Whether the proposed merger or acquisition, once
completed, would comply with all applicable laws;
(v) The results of any investigation, examination,
hearing or request for information conducted as provided by this
section.
(f) Before filing an application under this section, the
terms and conditions of the acquisition or the plan of merger
shall be approved and documented in writing by the shareholders
or members and the board of directors or managers of each trust
company participating in the merger or acquisition. Approval for
the terms and conditions or plan of merger shall be sought as
required by the governing documents of each trust company and
other applicable law. The appropriate officers of each trust
company shall certify compliance with this subsection with the
commissioner.
(g) Upon approval of a merger or acquisition by the
commissioner and upon consummation of the merger or acquisition:
(i) A former trust company shall surrender its
charter and, if required by the commissioner, dissolve the
underlying business entity and take all other necessary related
actions, including those in accordance with the approved final
plan of merger or acquisition. If a former trust company is
chartered or otherwise operating under the laws of another
state, the former trust company shall take all actions required
by the laws of that state;
(ii) The resulting trust company shall assume the
assets and liability of the former trust company without further
action, except as provided by the final plan, terms and
conditions of the acquisition or merger;
(iii) Unless otherwise specified in a customer
agreement, by the terms and conditions of the acquisition or
merger or other applicable law, the resulting trust company
shall become the successor trustee of all customer accounts of
the former trust company;
(iv) The resulting trust company may conduct trust
company business and other permissible activities under the laws
of Wyoming to the same extent as the former trust company;
(v) The resulting trust company may use the name of a
former trust company or may select a new name. The resulting
trust company shall notify the commissioner of the name it
selects;
(vi) Any reference to a former trust company in a
writing shall be considered a reference to the resulting trust
company if not otherwise inconsistent with the writing and the
laws of Wyoming;
(vii) The resulting trust company shall file the
certificate of merger or acquisition with the secretary of
state.
(h) A resulting trust company shall not maintain more than
two (2) trust company branches in other states after
consummation of a merger or acquisition.
(j) The commissioner shall adopt any rules necessary to
implement the provisions of this section.