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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 7 Unlawful practices; rights of resident shareholders; increasing terms of bid; minimum time of bid; withdrawal of deposited securities

Section 7. It is unlawful for any offeror or target company or any affiliate or associate of an offeror or target company or any broker-dealer acting in behalf of an offeror or target company to make any untrue statement of a material fact or to conceal any material fact in order to make the statements misleading, or to engage in any fraudulent, evasive, deceptive, manipulative or grossly unfair practices in connection with a take-over bid.

No take-over bid shall be made unless it is made under the provisions of this chapter, and no offeror shall make a take-over bid which is not made to all holders residing in the commonwealth of the equity security that is the subject of such take-over bid, or which is not made to such holders on the same terms as such take-over bid is made to holders of such equity security not residing within the commonwealth. If a take-over bid is made for less than all the outstanding equity securities of any class and if the number of securities deposited pursuant thereto is greater than the number the offeror has agreed to accept, the offeror shall take up and pay for the securities pro-rata, disregarding fractions, according to the number of securities deposited by each offeree. If the terms of a take-over bid are changed before its expiration by increasing the consideration offered to offerees, the offeror shall pay the increased consideration for all equity securities taken up, whether the same are deposited or taken up before or after the change in the terms of the take-over bid.

No offeror shall make a take-over bid which does not remain open for at least fifteen days after it is deemed to be in compliance with this chapter with the right to extend such period; purchase any shares pursuant to a take-over bid prior to the expiration of such fifteen day period; offer to pay an offeree a fee, commission or any other consideration not offered to all offerees; or publish or use in connection with the offer any false statement of a material fact or conceal a material fact in order to make the statement misleading.

Securities deposited pursuant to a take-over bid may be withdrawn by an offeree or his attorney-in-fact by demand in writing to the offeror or the depository at any time up to five days prior to the announced termination date of the offer.