Nebraska Statutes 21-2449. Acquiring person; deliver information statement; contents; amendment
(1) An acquiring person may deliver to the issuing public corporation at its principal executive office an information statement which shall contain all of the following:
Terms Used In Nebraska Statutes 21-2449
- Acquiring person: shall mean a person who makes or proposes to make a control-share acquisition. See Nebraska Statutes 21-2434
- Affiliate: shall mean a person who directly or indirectly controls, is controlled by, or is under common control with another person. See Nebraska Statutes 21-2435
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- Control-share acquisition: shall mean an acquisition, directly or indirectly, by an acquiring person of ownership of voting stock of an issuing public corporation that, except for the Shareholders Protection Act, would, when added to all other shares of the issuing public corporation owned by the acquiring person, entitle the acquiring person, immediately after the acquisition, to exercise or direct the exercise of a new range of voting power within any of the following ranges of voting power: (1) At least twenty percent but less than thirty-three and one-third percent. See Nebraska Statutes 21-2439
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Person: shall mean any individual, corporation, partnership, limited liability company, unincorporated association, or other entity. See Nebraska Statutes 21-2444
- Person shall: include bodies politic and corporate, societies, communities, the public generally, individuals, partnerships, limited liability companies, joint-stock companies, and associations. See Nebraska Statutes 49-801
(a) The identity of the acquiring person and the identity of each affiliate and associate of the acquiring person;
(b) A reference that the information statement is made under the Shareholders Protection Act;
(c) The number and class or series of shares of the issuing public corporation owned, directly or indirectly, prior to the control-share acquisition by each such person;
(d) The number and class or series of shares of the issuing public corporation acquired or proposed to be acquired pursuant to the control-share acquisition by each such person and specification of the following ranges of voting power that the acquiring person in good faith believes would result from consummation of the control-share acquisition:
(i) At least twenty percent but less than thirty-three and one-third percent;
(ii) At least thirty-three and one-third percent but less than or equal to fifty percent; or
(iii) Over fifty percent; and
(e) The terms of the control-share acquisition or proposed control-share acquisition, including such objective facts as would be substantially likely to affect the decision of a shareholder with respect to voting on the control-share acquisition.
(2) If any material change occurs in the facts set forth in the information statement including any material increase or decrease in the number of shares of the issuing public corporation acquired or proposed to be acquired by such person, the acquiring person shall promptly deliver to the issuing public corporation at its principal executive office an amendment to the information statement containing information relating to such material change.