70 P.S. § 75 Information Filed With the Commission

• Library: Pennsylvania Statutes
• Edition: 2023
• Currency: Current through P.A. Acts 2023-21
• Year: 2023
• Citation: 70 P.S. § 75

The information to be filed pursuant to section 4 shall include:

(1) 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.

(2) 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.

(3) The source and amount of funds or other consideration used or to be used in acquiring any equity security, including, if applicable, a statement describing any securities 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.

(4) 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 offeror shall disclose any changes offeror intends to make with regard to any collective bargaining agreements.

(5) The number of shares or units of any equity security of the target company owned beneficially by such person and any affiliate or associate of such person, together with the name and address of each affiliate or associate.

(6) 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.