Oklahoma § 71-453 - Effective take-over offer required - Registration

§ 71-453. Effective take-over offer required - Registration

statement - Suspension of take-over offer and hearing.

A. It is unlawful and shall be deemed a Class D1 felony offense

for any person to make a take-over offer or to acquire any equity

securities pursuant to the offer, unless the offer is effective

under the provisions of this act. A take-over offer is effective

when the offeror files with the Administrator a registration

statement containing the information prescribed in subsection F of

this section. The offeror shall deliver a copy of the registration

statement by certified mail to the target company at its principal

office and publicly disclose the material terms of the proposed

offer, not later than the date of filing of the registration

statement. Public disclosure shall require, at a minimum, that a

copy of the registration statement be supplied to all broker-dealers

maintaining an office in this state currently quoting the security.

B. The registration statement shall be filed on forms

prescribed by the Administrator of the Department of Securities,

shall be accompanied by a consent by the offeror to service of

process and the filing fees specified in Section 8 of this act and

shall contain the following information:

1. All of the information specified in subsection F of this

section;

2. Two (2) copies of all solicitation materials intended to be

used in the take-over offer in the form proposed to be published or

sent or delivered to offerees;

3. If the offeror is other than a natural person, the following

information shall be included:

a.

information concerning its organization and

operations, including the year, form and jurisdiction

of its organization,

b.

a description of each class of equity security and

long-term debt,

c.

a description of business conducted by the offeror and

its subsidiaries and any material changes therein

during the past three (3) years,

Oklahoma Statutes - Title 71. Securities

d.

a description of the location and character of the

principal properties of the offeror and its

subsidiaries,

e.

a description of any material pending legal or

administrative proceedings in which the offeror or any

of its subsidiaries is a party,

f.

the names of all directors and executive officers of

the offeror and their material business activities and

affiliations during the past three (3) years, and

g.

financial statements of the offeror in such form and

for such period of time as the Administrator may by

rule prescribe; and

4. If the offeror is a natural person, the following

information shall be included:

a.

information concerning his identity and background,

including his business activities and affiliations

during the past three (3) years, and

b.

a description of any material pending legal or

administrative proceedings in which the offeror is a

party.

If a take-over offer is subject to Section 14(d) of the Securities

Exchange Act of 1934, the form and content of the registration

statement shall include the same as the form and content of any such

statement and amendments required to be filed with the United States

Securities and Exchange Commission. If the statement and amendments

filed with the United States Securities and Exchange Commission

provide the information required to be disclosed by this act, the

filing of same with the Administrator shall satisfy the requirement

for the filing of a registration statement under this section. The

offeror must comply with all other requirements of this section.

C. Registration is not deemed approval by the Administrator and

any representation to the contrary is unlawful.

D. Within three (3) calendar days of the date of filing of the

registration statement, the Administrator may by order summarily

suspend the effectiveness of the take-over offer if the

Administrator determines that the registration statement does not

contain all of the information specified in subsection F of this

section or that the take-over offer materials provided to offerees

do not provide full disclosure to offerees of all material

information concerning the take-over offer. The suspension shall

remain in effect only until the determination following a hearing

held pursuant to subsection E of this section.

E. A hearing shall be scheduled by the Administrator with

respect to each suspension under this section and shall be held

within ten (10) calendar days of the date of the suspension. The

Oklahoma Administrative Procedures Act, Section 301 et seq. of Title

75 of the Oklahoma Statutes, and the administrative procedures of

Oklahoma Statutes - Title 71. Securities

the Oklahoma Securities Commission and Department of Securities

shall not apply to the hearing. The Administrator's determination

made following the hearing shall be made within three (3) calendar

days after such hearing has been completed, but not more than

sixteen (16) calendar days after the date of the suspension. The

Administrator may prescribe different time limits than those

specified in this subsection by rule or order. If, based upon the

hearing, the Administrator finds that the take-over offer fails to

provide for full and fair disclosure to offerees of all material

information concerning the offer, or that the take-over offer is in

material violation of any provision of this act, the Administrator

shall permanently suspend the effectiveness of the take-over offer,

subject to the right of the offeror to correct disclosure and other

deficiencies identified by the Administrator and to reinstitute the

take-over offer by filing a new or amended registration statement

pursuant to Section 3 of this act.

F. The form required to be filed by paragraph 1 of subsection B

of this section shall contain the following information:

1. The identity and background of all persons on whose behalf

the acquisition of any equity security of the issuer has been or is

to be affected;

2. The source and amount of funds or other consideration used

or to be used in acquiring any equity security, including if

applicable:

a.

a statement describing any securities which are being

offered in exchange for the equity securities of the

issuer, and if any part of the acquisition price is or

will be represented by borrowed funds or other

consideration,

b.

a description of the material terms of any financing

arrangements, and

c.

the names of the parties from whom the funds were

borrowed;

3. If the purpose of the acquisition is to gain control of the

target company:

a.

a statement of any plans or proposals which the person

has, upon gaining control:

(1) to liquidate the issuer, sell its assets, effect

its merger or consolidation,

(2) to change the location of its principal executive

office or of a material portion of its business

activities,

(3) to change its management or policies of

employment, and

(4) to materially alter its relationship with

suppliers or customers or the communities in

which it operates, or make any other major change

Oklahoma Statutes - Title 71. Securities

in its business, corporate structure, management

or personnel, and

b.

other information which would affect the shareholders'

evaluation of the acquisition;

4. The number of shares of any equity security of the issuer

owned beneficially by the person and any affiliate or associate of

the person, together with the name and address of each affiliate or

associate; and

5. The material terms of any contract, arrangement or

understanding with any other person with respect to the equity

securities of the issuer whereby the person filing the statement has

or will acquire any interest in additional equity securities of the

issuer, or is or will be obligated to transfer any interest in the

equity securities to another.

Added by Laws 1985, c. 285, § 3, emerg. eff. July 22, 1985. Amended

by Laws 2025, c. 486, § 577, eff. Jan. 1, 2026.