Or. Admin. R. 410-141-5270 - CCO ACQUISITIONS AND MERGERS: Information to Be Included in Form A
When
(1) If any acquiring party required to file
Form A is an individual, the individual shall identify their principal
occupation and all offices and positions held during the past five years, and
list any arrests, charges, and conviction of crimes other than minor traffic
violations during the past 10 years,
(2) If any acquiring party required to file
Form A is not an individual, a report of the nature of its business operations
during the past five years or for such lesser period as the acquiring party and
any predecessors of the acquiring party have been in existence, an informative
description of the business intended to be done by the acquiring party and its
subsidiaries, and a list of all individuals who are or who have been selected
to become directors or executive officers of the acquiring party or who perform
or will perform functions appropriate to the positions. The list shall include
for each individual the information required by subsection (1).
(3) For each acquiring party required to file
a Form A , the number of shares of any security that each acquiring party
proposes to acquire in connection with the acquisition, the terms of any
proposed offer or agreement relating to the acquisition and a statement as to
the method by which the fairness of the proposal was determined.
(4) The amount of each class of any security
of the type to be acquired in connection with the acquisition that is
beneficially owned or concerning which there is a right to acquire beneficial
ownership by any acquiring party .
(5) For each acquiring party required to file
a Form A , a full description of any contracts, arrangements or understandings
with respect to any security of the type to be acquired in connection with the
acquisition in which such acquiring party is involved with, including, without
limitation, those involving transfer of any of the securities, joint ventures,
loan or option arrangements, puts or calls, guarantees of loans, guarantees
against loss or guarantees of profits, division of losses or profits or the
giving or withholding of proxies. The description shall identify the persons
with whom the contracts, arrangements or understandings have been
entered.
(6) A description of the
purchase of any security of the type to be acquired in connection with the
acquisition during the 12 calendar months preceding the filing of the
statement, by any acquiring party required to file Form A , including the dates
of purchase, names of the purchasers and consideration paid or agreed to be
paid for the security.
(7) A
description of any recommendation to purchase any security of the type to be
acquired in connection with the acquisition made by any acquiring party
required to file Form A , or by anyone based upon interviews or at the
suggestion of any acquiring party required to file Form A , during the 12
calendar months preceding the filing of the statement.
(8) Copies of all tender offers for, requests
or invitations for tenders of, exchange offers for and agreements to acquire or
exchange any securities of the type to be acquired in connection with the
acquisition and, if distributed, copies of additional soliciting material
relating thereto.
(9) A description
of the terms of any agreement, contract or understanding made with or proposed
to be made with any broker-dealer as to solicitation for tender of securities
of the type to be acquired in connection with the acquisition , including the
amount of any fees, commissions or other compensation to be paid to any
broker-dealer in connection with the agreement, contract or
understanding.
Notes
Statutory/Other Authority: ORS 413.042, 414.615, 414.625, 414.635 & 414.651
Statutes/Other Implemented: ORS 414.610 - 414.685
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When Form A is required to be filed with the Authority pursuant to OAR 410-141-5265, the Form shall include the following information:
(1) If any acquiring party required to file Form A is an individual, the individual shall identify their principal occupation and all offices and positions held during the past five years, and list any arrests, charges, and conviction of crimes other than minor traffic violations during the past 10 years,
(2) If any acquiring party required to file Form A is not an individual, a report of the nature of its business operations during the past five years or for such lesser period as the acquiring party and any predecessors of the acquiring party have been in existence, an informative description of the business intended to be done by the acquiring party and its subsidiaries, and a list of all individuals who are or who have been selected to become directors or executive officers of the acquiring party or who perform or will perform functions appropriate to the positions. The list shall include for each individual the information required by subsection (1).
(3) For each acquiring party required to file a Form A, the number of shares of any security that each acquiring party proposes to acquire in connection with the acquisition, the terms of any proposed offer or agreement relating to the acquisition and a statement as to the method by which the fairness of the proposal was determined.
(4) The amount of each class of any security of the type to be acquired in connection with the acquisition that is beneficially owned or concerning which there is a right to acquire beneficial ownership by any acquiring party.
(5) For each acquiring party required to file a Form A, a full description of any contracts, arrangements or understandings with respect to any security of the type to be acquired in connection with the acquisition in which such acquiring party is involved with, including, without limitation, those involving transfer of any of the securities, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss or guarantees of profits, division of losses or profits or the giving or withholding of proxies. The description shall identify the persons with whom the contracts, arrangements or understandings have been entered.
(6) A description of the purchase of any security of the type to be acquired in connection with the acquisition during the 12 calendar months preceding the filing of the statement, by any acquiring party required to file Form A, including the dates of purchase, names of the purchasers and consideration paid or agreed to be paid for the security.
(7) A description of any recommendation to purchase any security of the type to be acquired in connection with the acquisition made by any acquiring party required to file Form A, or by anyone based upon interviews or at the suggestion of any acquiring party required to file Form A, during the 12 calendar months preceding the filing of the statement.
(8) Copies of all tender offers for, requests or invitations for tenders of, exchange offers for and agreements to acquire or exchange any securities of the type to be acquired in connection with the acquisition and, if distributed, copies of additional soliciting material relating thereto.
(9) A description of the terms of any agreement, contract or understanding made with or proposed to be made with any broker-dealer as to solicitation for tender of securities of the type to be acquired in connection with the acquisition, including the amount of any fees, commissions or other compensation to be paid to any broker-dealer in connection with the agreement, contract or understanding.
Notes
Statutory/Other Authority: ORS 413.042, 414.615, 414.625, 414.635 & 414.651
Statutes/Other Implemented: ORS 414.610 - 414.685