Or. Admin. R. 410-141-5260 - CCO ACQUISITIONS AND MERGERS: Activities Prohibited Unless Certain Provisions Satisfied
Current through Register Vol. 60, No. 12, December 1, 2021
(1)
Unless a person first satisfies the provisions of OAR 410-141-5265 to OAR
410-141-5280, the person may not engage in any of the following activities:
(a) A person other than the person that
issues voting securities of a CCO may not acquire or attempt to acquire control
of the CCO. For purposes of this paragraph, a person acquires or attempts to
acquire control of a CCO if, as a result of engaging in and completing any of
the following actions, in the open market or otherwise, the person would
directly or indirectly control the CCO, or would control the CCO by exercising
a right to acquire or by conversion:
(A)
Making a tender offer for or a request or invitation for tenders of any voting
security of the CCO;
(B) Entering
into any agreement to exchange securities for any voting security of the CCO;
(C) Acquiring or seeking to
acquire any voting security of the CCO; or
(D) Otherwise engaging in any activity that
constitutes a change in control of a CCO requiring pre-approval from the
Authority, as described in the CCO Health Plan Services Contract with the
Authority.
(b) A person
may not close or finalize an agreement to merge with or otherwise acquire
control of a CCO.
(c) A person may
not engage or attempt to engage in any of the following activities:
(A) Acquiring, directly or indirectly,
ownership of all or a significant portion of the assets of a CCO. For purposes
of this subparagraph, such an acquisition includes an offer, a request or
invitation for offers, an acquisition or series of acquisitions in the open
market, an exchange offer or agreement, an agreement that provides an option to
purchase, or a purchase of or offer to purchase securities that are convertible
into voting securities.
(B) Bulk
reinsurance by one CCO of all or a significant portion of the Members, or a
major class of the Members, who are covered by another CCO or related or
affiliated group of CCOs. The provisions of this subparagraph do not apply to
ordinary or customary reinsurance, or reinsurance pursuant to a treaty or
treaties approved by the Authority.
(C) Any other arrangement that brings
together under common ownership, control or responsibility all or a significant
portion of the assets, liabilities or Member Contracts in force of two or more
persons, at least one of which is a CCO.
(2) The provisions of subsection (1) of this
section do not apply to any offer, request, invitation, agreement or
acquisition the Authority exempts by order as:
(a) Not having been made or entered into for
the purpose and not having the effect of changing or influencing the control or
ownership of a CCO; or
(b)
Otherwise not comprehended within the purposes of subsection (1) of this
section.
(3) A person
that seeks in any manner to give up a controlling interest in a CCO shall file
a confidential notice of the person's proposed divestiture with the Authority
and send a copy of the notice to the CCO at least 30 days before the person
ceases to own or hold a controlling interest in the CCO. The notice is
confidential until the transaction that transfers control of the CCO concludes,
unless the Authority determines, in the Authority's sole discretion, that
keeping the notice confidential will interfere with the enforcement of this
subsection.
(a) The Authority shall determine
in which instances an acquisition or divestiture of control will require a
person to file for and obtain approval of the transaction;
(b) This subsection does not apply if a
person files a statement under OAR 410-141-5350.
(4) If an acquisition is otherwise subject to
this section, the acquiring party shall file a notice with the Authority in
accordance with OAR 410-141-5265. An acquiring party that does not file the
notice may be subject to the penalty specified in OAR 410-141-5380.
(5) The Authority shall treat a notice and
information that a person submits in accordance with this section, as well as
any information that the person submits in accordance with 410-141-5265 or
410-141-5270, as confidential and exempt from disclosure under ORS
192.311
to
192.478,
to the extent the Authority determines that such information is trade secret,
as defined in ORS
192.345,
including compensation paid to providers by a CCO.
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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