Ga. Comp. R. & Regs. R. 80-12-10-.02 - Acquisition of MALPB

(1) It shall be unlawful for a person, as defined in O.C.G.A. § 7-1-230, acting directly or indirectly or in concert with one or more persons, to acquire control of any MALPB through a purchase, assignment, pledge, or other disposition of voting stock of such MALPB, except with the approval of the Department.

(2) The Department shall be given at least ninety (90) days prior written notice of any such proposed acquisition. If the Department does not issue a notice disapproving the proposed acquisition within ninety (90) days of receipt of the required written notice or extend the period during which a disapproval may be issued for another sixty (60) days, the proposed acquisition shall stand approved. The period for disapproval may be further extended if the Department determines that the MALPB or proposed acquiring party has not furnished all the information required by this rule or, in the Department's judgment, inaccurate information has been submitted. An acquisition may be made prior to the expiration of the disapproval period if the Department issues a written notice of its intent not to disapprove the acquisition.

(3) For every person the written notice of acquisition shall contain the following information:

(a) The identity, personal history, business background, and experience of each person by whom or on whose behalf the acquisition is to be made, including the persons material business activities and affiliations during the past five (5) years, a description of any material pending legal or administrative proceedings in which the person is or was a party, and any criminal indictment or conviction as defined in Rule 80-12-4-.05 of such person by a state, federal, or international court;

(b) A statement of the assets and liabilities of each person by whom or on whose behalf the acquisition is to be made, as of the end of the fiscal year for each of the five (5) fiscal years immediately preceding the date of the notice, together with related statements of income and source and application of funds for each of the fiscal years then concluded, all prepared in accordance with generally accepted accounting principles consistently applied or such other standard acceptable to the Department, and an interim statement of the assets and liabilities for each such person, together with related statements of income and source and application of funds, as of a date not more than ninety (90) days prior to the date of the filing of the notice;

(c) The terms and conditions of the proposed acquisition and the manner in which the acquisition is to be made;

(d) The identity, source, and amount of the funds or other considerations used or to be used in making the acquisition and, if any part of these funds or other considerations has been or is to be borrowed or otherwise obtained for the purpose of making the acquisition, a description of the transaction, the names of the parties, and any arrangements, agreements, or understandings with such persons;

(e) Any plans or proposals which any acquiring party making the acquisition may have to liquidate the MALPB, to sell its assets or merge it with any company, or to make any other major change in its business or corporate structure or management;

(f) The identification of any person employed, retained, or to be compensated by the acquiring party or by any person on his behalf to make solicitations or recommendations to stockholders for the purpose of assisting in the acquisition and a brief description of the terms of such employment, retainer, or arrangement for compensation;

(g) Copies of all invitations or tenders or advertisements making a tender offer to stockholders for purchase of their stock to be used in connection with the proposed acquisition; and

(h) Any additional relevant information in such forms as the Department may require by specific request in connection with any particular notice.

Notes

Ga. Comp. R. & Regs. R. 80-12-10-.02

O.C.G.A. §§ 7-9-3, 7-9-6, 7-9-13.

Original Rule entitled "Acquisition of MALPB" adopted. F. Dec. 3, 2013; eff. Dec. 23, 2013.