Indiana Code 23-2-3.1-6.5. Terms of offer; requisites; number of offerees
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Terms Used In Indiana Code 23-2-3.1-6.5
- Offeree: means a record or beneficial owner of equity securities of the class which an offeror acquires or offers to acquire in connection with a takeover offer. See Indiana Code 23-2-3.1-1
- Offeror: means a person who makes or in any way participates in making a takeover offer. See Indiana Code 23-2-3.1-1
- Substantially equivalent terms: means terms under which the fair market value of the consideration offered any offeree of a class of equity securities of the target company (determined on a per share or a per unit basis) are equal to the highest consideration offered in connection with a takeover offer to any other offeree of that class (determined on a per share or per unit basis). See Indiana Code 23-2-3.1-1
- Takeover offer: means an offer to acquire or an acquisition of any equity security of a target company, pursuant to a tender offer or request or invitation for tenders, if, after the acquisition, the offeror is directly or indirectly a record or beneficial owner of more than ten percent (10%) of any class of the outstanding equity securities of the target company. See Indiana Code 23-2-3.1-1
- Target company: means an issuer of securities which is organized under the laws of this state, has its principal place of business in this state, and has substantial assets in this state. See Indiana Code 23-2-3.1-1
Sec. 6.5. No takeover offer may be made which is not made to all offerees holding the same class of equity securities of the target company on substantially equivalent terms. A takeover offer to purchase less than any or all equity securities of the same class of the outstanding equity securities of the target company is not considered as having been made to all offerees of that class on substantially equivalent terms if the pro rata portion of equity securities of that class tendered by any offeree which will be accepted by the offeror is not equal to the highest pro rata portion of equity securities of that class tendered by any other offeree which will be accepted by the offeror. A takeover offer permitting offerees to elect to receive one (1) or more differing kinds of consideration is not considered as having been made to all offerees holding the same class of equity securities of the target company on substantially equivalent terms if proration occurs and the pro rata share of any one (1) or more differing kinds of consideration which is allocable to any offeree is not equal to the highest pro rata share allocable to any other offeree.
As added by P.L.242-1983, SEC.4.