{"data":{"id":"us-ok/okla.-stat.-tit.-71-71-415","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 71, § 71-415","heading":"Public announcement of take-over bid - Filing of required","body":"information - Hearings - Information to be filed - Costs.\n\nA. No offeror shall make a multinational corporation take-over\n\nbid unless twenty (20) days prior thereto or such shorter period as\n\nthe Administrator may order, but not less than five (5) days, such\n\nofferor announces publicly the terms of the proposed multinational\n\ncorporation take-over bid and files with the Administrator and the\n\ntarget company copies of all information required by this section,\n\nand either:\n\n1. Within five (5) days following such filing, no hearing is\n\nordered by the Administrator or requested by the target company;\n\n2. A hearing is requested by the target company within such\n\ntime but the Administrator finds that no cause for hearing exists;\n\nor\n\n3. A hearing is ordered within such time and upon such hearing\n\nthe Administrator adjudicates that the offeror proposes to make\n\nfair, full and effective disclosure to offerees of all information\n\nmaterial to a decision to accept or reject the offer.\n\nB. No offeror shall make a multinational corporation take-over\n\nbid if he owns five percent (5%) or more of the issued and\n\noutstanding equity securities of any class of the target company,\n\nany of which were purchased within one (1) year before the proposed\n\nmultinational corporation take-over bid, and the offeror, before\n\nmaking any such purchase, or before thirty (30) days following the\n\neffective date of this act, whichever is later, failed to publicly\n\nannounce his intention to gain control of the target company, or\n\notherwise failed to make fair, full and effective disclosure of such\n\nintention to the persons from whom he acquired such securities.\n\nC. The information to be filed with the Administrator and the\n\ntarget company pursuant to this section shall include:\n\n1. Copies of all prospectuses, brochures, advertisements,\n\ncirculars, letters or other matter by means of which the offeror\n\nproposes to disclose to offerees all information material to a\n\ndecision to accept or reject the offer;\n\n2. The identity and background of all persons on whose behalf\n\nthe acquisition of any equity security of the target company has\n\nbeen or is to be effected;\n\n3. The source and amount of funds or other consideration used\n\nor to be used in acquiring any equity security, including a\n\nstatement describing any securities, other than the existing capital\n\nstock or long-term debt of the offeror, which are being offered in\n\nexchange for the equity securities of the target company;\n\n4. A statement of any plans or proposals which the offeror,\n\nupon gaining control, may have to liquidate the target company, sell\n\nits assets, effect a merger or consolidation of it, or make any\n\nother major change in its business, corporate structure, management\n\npersonnel, or policies of employment;\n\n5. The number of shares of any equity security of the target\n\ncompany of which each offeror is beneficial or record owner or has a\n\nright to acquire, directly or indirectly, together with the name and\n\naddress of each person defined in this act as an offeror;\n\n6. Particulars as to any contracts, arrangements or\n\nunderstandings to which an offeror is party with respect to any\n\nequity security of the target company, including, without\n\nlimitation, transfers of any equity security, joint venture, loan or\n\noption arrangements, puts and calls, guarantees of loan, guarantees\n\nagainst loss, guarantees of profits, division of losses or profits,\n\nor the giving or withholding of proxies, naming the persons with\n\nwhom such contracts, arrangements or understandings have been\n\nentered into;\n\n7. Complete information on the organization and operations of\n\nthe offeror including, without limitation, the year of organization,\n\nform of organization, jurisdiction in which it is organized, a\n\ndescription of each class of the offeror's capital stock and of its\n\nlong-term debt, financial statements for the current period and for\nontracts, arrangements or understandings have been\n\nentered into;\n\n7. Complete information on the organization and operations of\n\nthe offeror including, without limitation, the year of organization,\n\nform of organization, jurisdiction in which it is organized, a\n\ndescription of each class of the offeror's capital stock and of its\n\nlong-term debt, financial statements for the current period and for\n\nthe three most recent annual accounting periods, a brief description\n\nof the location and general character of the principal physical\n\nproperties of the offeror and its subsidiaries, a description of\n\npending legal proceedings other than routine litigation to which the\n\nofferor or any of its subsidiaries is a party or of which any of\n\ntheir property is the subject, a brief description of the business\n\ndone and projected by the offeror and its subsidiaries and the\n\ngeneral development of such business over the past five (5) years,\n\nthe names of all directors and executive officers together with\n\nbiographical summaries of each for the preceding five (5) years to\n\ndate, and the approximate amount of any material interest, direct or\n\nindirect, of any of the directors or officers in any material\n\ntransaction during the past three (3) years, or in any proposed\n\nmaterial transactions, to which the offeror or any of its\n\nsubsidiaries was or is to be a party; and\n\n8. Such other and further documents, exhibits, data and\n\ninformation as may be required by rule or order of the\n\nAdministrator, or as may be necessary to make fair, full and\n\neffective disclosure to offerees of all information material to a\n\ndecision to accept or reject the offer.\n\nD. Any hearing pursuant to this section shall be held within\n\nforty (40) days of the date a filing is made pursuant to this\n\nsection. Adjudications made pursuant to this section shall be made\n\nwithin sixty (60) days after such filing. If upon hearing, the\n\nAdministrator finds that the multinational corporation take-over bid\n\nis in violation of this act or that effective provision is not made\n\nfor fair and full disclosure to offerees of all information material\n\nto a decision to accept or reject the offer, he shall so adjudicate.\n\nIf he finds that the multinational corporation take-over bid would\n\ncomply with this act if amended in certain respects, he shall so\n\nadjudicate. If he finds that the multinational corporation take-\n\nover bid is not in violation of this act and that effective\n\nprovision is made for fair and full disclosure to offerees of all\n\ninformation material to a decision to accept or reject the offer, he\n\nshall so adjudicate.\n\nE. Upon filing an application with the Administrator for a\n\nhearing under this section, the target company shall pay:\n\n1. The Oklahoma Department of Securities a nonrefundable fee of\n\nFive Hundred Dollars ($500.00);\n\n2. Such additional amount as a deposit as the Administrator may\n\nestimate will be needed to defray the costs of investigation and\n\nhearing including but not limited to technical, expert and special\n\nservices; and\n\n3. After the hearing, the additional costs actually incurred in\n\nexcess of the deposit plus the fee.\n\nAll payments received from the target company shall be paid into an\n\nagency special account and any unexpended portion shall be refunded\n\ntherefrom, pursuant to the provisions of Sections 7.1 through 7.5a\n\nof Title 62 of the Oklahoma Statutes.","path":["OK Code","Title 71"],"source_url":"https://www.oklegislature.gov/OK_Statutes/CompleteTitles/os71.pdf","current_through":"2026-08-14","vintage":"open-us-law v2026.08, retrieved 2026-09-14","retrieved_at":"2026-09-14T18:32:36Z","sha256":"57ae318aee94ebb10b82c5593207775b0803450c5f46f3b8bb9573fa9a8ea5bc","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-71-71-414","next":"us-ok/okla.-stat.-tit.-71-71-416"},"notice":"GroundRules: Original legal text. Not legal advice."}