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  • PART I ADMINISTRATION OF THE GOVERNMENT
  • TITLE XV REGULATION OF TRADE
  • CHAPTER 110C REGULATION OF TAKE-OVER BIDS IN THE ACQUISITION OF CORPORATIONS
  • Section 4 Information required to be filed

Section 4. The information to be filed by the offeror with the secretary and the target company pursuant to section two shall include:—

Copies of all prospectuses, brochures, advertisements, circulars, letters, or other matter by means of which the offeror proposes to disclose to offerees all information material to a decision to accept or reject the offer;

The identity and background of all persons on whose behalf the acquisition of any equity security of the target company has been or is to be effected;

The source and amount of funds or other consideration used or to be used in acquiring any equity security, including a statement describing any securities, other than the existing capital stock or long term debt of the offeror, which are being offered in exchange for the equity securities of the target company, and if any part of the acquisition price is or will be represented by borrowed funds or other consideration, a description of the material terms of any financing arrangements and the names of the parties from whom the funds were borrowed;

A statement of any plans or proposals which the offeror, upon gaining control, may have to liquidate the target company, sell its assets, effect a merger or consolidation of it, or make any other major change in its business, corporate structure, management personnel, or policies of employment;

The number of shares of any equity security of the target company of which each offeror or an affiliate or an associate of each offeror is beneficial or record owner or has a right to acquire, directly or indirectly, together with the name and address of each person defined in this section as an offeror;

Particulars as to any contracts, arrangements, or understandings to which an offeror is party with respect to any equity security of the target company, including without limitation transfers of any equity security, joint ventures, loan or option arrangements, puts and calls, guarantees of loan, guarantees against loss, guarantees of profits, division of losses or profits, or the giving or withholding of proxies, naming the persons with whom such contracts, arrangements, or understandings have been entered into;

Complete information on the organization and operations of offeror, including without limitation the year of organization, form of organization, jurisdiction in which it is organized, a description of each class of the offeror’s capital stock and of its long term debt, audited balance sheets and income statements for each of the three most recent fiscal years and if the most recent balance sheet and income statement are for a period ended more than ninety days prior to the date of filing, an interim balance sheet and income statement covering the period from the date of the last audited balance sheet and income statement filed hereunder to a date within ninety days of the date of filing, a brief description of the location and general character of the principal physical properties of the offeror and its subsidiaries, a description of pending legal proceedings other than routine litigation to which the offeror or any of its subsidiaries is a party or of which any of their property is the subject, a brief description of the business done and projected by the offeror and its subsidiaries and the general development of such business over the past five years, the names of all directors and executive officers together with biographical summaries of each for the preceding five years to date, and the approximate amount of any material interest, direct or indirect, of any of the directors or officers in any material transaction during the past three years, or in any proposed material transactions to which the offeror or any of its subsidiaries was or is to be a party;

A description of any court or governmental proceeding in which the offer has been disapproved or enjoined and of any pending court or governmental proceeding in which it is alleged that the offer does not comply with the provisions of the applicable laws or regulations;

A statement of which other tender offers subject to Section 13 Clause (d) or proxy contests subject to section 14 of The Securities Exchange Act of 1934, 15 U.S.C. 78a, et seq., as amended, the offeror has engaged in within five years prior to the offer;

A statement of whether any officer or director of the offeror or the offeror has

(1) been convicted within the prior ten years of a felony, or

(2) been subject of a judgment or decree entered by a court or governmental agency with respect to laws relating to

(a) anti-trust,

(b) fair employment practices,

(c) purchase or sale of securities, or

(d) environmental protection; and

Such other and further documents, exhibits, data, and information as may be required by regulations of the secretary or as may be necessary to make fair, full, and effective disclosure to offerees of all information material to a decision to accept or reject the offer.

In connection with any take-over bid which is subject to federal law, the secretary may permit any offeror to file any document, schedule or statement required to be filed with the appropriate federal agency in lieu of the information required by this section, with such additions or modifications as the secretary may prescribe.