Indiana Code 23-2-3.1-8.6. Exempt acquisitions; notice and hearing to precede order
(1) An acquisition by an offeror, if the instant transaction and all acquisitions of equity securities of the same class during the preceding twelve (12) months by the offeror or any of its affiliates do not exceed two percent (2%) of that class.
Terms Used In Indiana Code 23-2-3.1-8.6
- Commissioner: means the securities commissioner as defined in IC 23-19-1-2(4). See Indiana Code 23-2-3.1-1
- Control: means possession, direct or indirect, of the power to direct or to cause the direction of the management and policies of a person, through the ownership of voting securities, by contract other than a commercial contract for goods or nonmanagement services, or otherwise, unless that power is the result of an official position or corporate office. See Indiana Code 23-2-3.1-1
- Entitlement: A Federal program or provision of law that requires payments to any person or unit of government that meets the eligibility criteria established by law. Entitlements constitute a binding obligation on the part of the Federal Government, and eligible recipients have legal recourse if the obligation is not fulfilled. Social Security and veterans' compensation and pensions are examples of entitlement programs.
- Offeror: means a person who makes or in any way participates in making a takeover offer. 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
(3) An acquisition determined by order of the commissioner to be a takeover offer that is not made for the purpose of, and not having the effect of, changing or influencing the control of a target company.
(b) An order may only be adopted under subsection (a)(3) of this section after a hearing. Not less than five (5) business days’ notice of a hearing must be given to the target company, the offeror, and such other persons as the commissioner may designate.
(c) The burden of establishing entitlement to any exemption is on the offeror.
As added by Acts 1981, P.L.215, SEC.7. Amended by P.L.242-1983, SEC.7.