{"data":{"id":"us-ok/okla.-stat.-tit.-71-71-453","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 71, § 71-453","heading":"Effective take-over offer required - Registration","body":"statement - Suspension of take-over offer and hearing.\n\nA. It is unlawful and shall be deemed a Class D1 felony offense\n\nfor any person to make a take-over offer or to acquire any equity\n\nsecurities pursuant to the offer, unless the offer is effective\n\nunder the provisions of this act. A take-over offer is effective\n\nwhen the offeror files with the Administrator a registration\n\nstatement containing the information prescribed in subsection F of\n\nthis section. The offeror shall deliver a copy of the registration\n\nstatement by certified mail to the target company at its principal\n\noffice and publicly disclose the material terms of the proposed\n\noffer, not later than the date of filing of the registration\n\nstatement. Public disclosure shall require, at a minimum, that a\n\ncopy of the registration statement be supplied to all broker-dealers\n\nmaintaining an office in this state currently quoting the security.\n\nB. The registration statement shall be filed on forms\n\nprescribed by the Administrator of the Department of Securities,\n\nshall be accompanied by a consent by the offeror to service of\n\nprocess and the filing fees specified in Section 8 of this act and\n\nshall contain the following information:\n\n1. All of the information specified in subsection F of this\n\nsection;\n\n2. Two (2) copies of all solicitation materials intended to be\n\nused in the take-over offer in the form proposed to be published or\n\nsent or delivered to offerees;\n\n3. If the offeror is other than a natural person, the following\n\ninformation shall be included:\n\na. information concerning its organization and\n\noperations, including the year, form and jurisdiction\n\nof its organization,\n\nb. a description of each class of equity security and\n\nlong-term debt,\n\nc. a description of business conducted by the offeror and\n\nits subsidiaries and any material changes therein\n\nduring the past three (3) years,\n\nd. a description of the location and character of the\n\nprincipal properties of the offeror and its\n\nsubsidiaries,\n\ne. a description of any material pending legal or\n\nadministrative proceedings in which the offeror or any\n\nof its subsidiaries is a party,\n\nf. the names of all directors and executive officers of\n\nthe offeror and their material business activities and\n\naffiliations during the past three (3) years, and\n\ng. financial statements of the offeror in such form and\n\nfor such period of time as the Administrator may by\n\nrule prescribe; and\n\n4. If the offeror is a natural person, the following\n\ninformation shall be included:\n\na. information concerning his identity and background,\n\nincluding his business activities and affiliations\n\nduring the past three (3) years, and\n\nb. a description of any material pending legal or\n\nadministrative proceedings in which the offeror is a\n\nparty.\n\nIf a take-over offer is subject to Section 14(d) of the Securities\n\nExchange Act of 1934, the form and content of the registration\n\nstatement shall include the same as the form and content of any such\n\nstatement and amendments required to be filed with the United States\n\nSecurities and Exchange Commission. If the statement and amendments\n\nfiled with the United States Securities and Exchange Commission\n\nprovide the information required to be disclosed by this act, the\n\nfiling of same with the Administrator shall satisfy the requirement\n\nfor the filing of a registration statement under this section. The\n\nofferor must comply with all other requirements of this section.\n\nC. Registration is not deemed approval by the Administrator and\n\nany representation to the contrary is unlawful.\n\nD. Within three (3) calendar days of the date of filing of the\n\nregistration statement, the Administrator may by order summarily\n\nsuspend the effectiveness of the take-over offer if the\n\nAdministrator determines that the registration statement does not\n\ncontain all of the information specified in subsection F of this\nproval by the Administrator and\n\nany representation to the contrary is unlawful.\n\nD. Within three (3) calendar days of the date of filing of the\n\nregistration statement, the Administrator may by order summarily\n\nsuspend the effectiveness of the take-over offer if the\n\nAdministrator determines that the registration statement does not\n\ncontain all of the information specified in subsection F of this\n\nsection or that the take-over offer materials provided to offerees\n\ndo not provide full disclosure to offerees of all material\n\ninformation concerning the take-over offer. The suspension shall\n\nremain in effect only until the determination following a hearing\n\nheld pursuant to subsection E of this section.\n\nE. A hearing shall be scheduled by the Administrator with\n\nrespect to each suspension under this section and shall be held\n\nwithin ten (10) calendar days of the date of the suspension. The\n\nOklahoma Administrative Procedures Act, Section 301 et seq. of Title\n\n75 of the Oklahoma Statutes, and the administrative procedures of\n\nthe Oklahoma Securities Commission and Department of Securities\n\nshall not apply to the hearing. The Administrator's determination\n\nmade following the hearing shall be made within three (3) calendar\n\ndays after such hearing has been completed, but not more than\n\nsixteen (16) calendar days after the date of the suspension. The\n\nAdministrator may prescribe different time limits than those\n\nspecified in this subsection by rule or order. If, based upon the\n\nhearing, the Administrator finds that the take-over offer fails to\n\nprovide for full and fair disclosure to offerees of all material\n\ninformation concerning the offer, or that the take-over offer is in\n\nmaterial violation of any provision of this act, the Administrator\n\nshall permanently suspend the effectiveness of the take-over offer,\n\nsubject to the right of the offeror to correct disclosure and other\n\ndeficiencies identified by the Administrator and to reinstitute the\n\ntake-over offer by filing a new or amended registration statement\n\npursuant to Section 3 of this act.\n\nF. The form required to be filed by paragraph 1 of subsection B\n\nof this section shall contain the following information:\n\n1. The identity and background of all persons on whose behalf\n\nthe acquisition of any equity security of the issuer has been or is\n\nto be affected;\n\n2. The source and amount of funds or other consideration used\n\nor to be used in acquiring any equity security, including if\n\napplicable:\n\na. a statement describing any securities which are being\n\noffered in exchange for the equity securities of the\n\nissuer, and if any part of the acquisition price is or\n\nwill be represented by borrowed funds or other\n\nconsideration,\n\nb. a description of the material terms of any financing\n\narrangements, and\n\nc. the names of the parties from whom the funds were\n\nborrowed;\n\n3. If the purpose of the acquisition is to gain control of the\n\ntarget company:\n\na. a statement of any plans or proposals which the person\n\nhas, upon gaining control:\n\n(1) to liquidate the issuer, sell its assets, effect\n\nits merger or consolidation,\n\n(2) to change the location of its principal executive\n\noffice or of a material portion of its business\n\nactivities,\n\n(3) to change its management or policies of\n\nemployment, and\nisition is to gain control of the\n\ntarget company:\n\na. a statement of any plans or proposals which the person\n\nhas, upon gaining control:\n\n(1) to liquidate the issuer, sell its assets, effect\n\nits merger or consolidation,\n\n(2) to change the location of its principal executive\n\noffice or of a material portion of its business\n\nactivities,\n\n(3) to change its management or policies of\n\nemployment, and\n\n(4) to materially alter its relationship with\n\nsuppliers or customers or the communities in\n\nwhich it operates, or make any other major change\n\nin its business, corporate structure, management\n\nor personnel, and\n\nb. other information which would affect the shareholders'\n\nevaluation of the acquisition;\n\n4. The number of shares of any equity security of the issuer\n\nowned beneficially by the person and any affiliate or associate of\n\nthe person, together with the name and address of each affiliate or\n\nassociate; and\n\n5. The material terms of any contract, arrangement or\n\nunderstanding with any other person with respect to the equity\n\nsecurities of the issuer whereby the person filing the statement has\n\nor will acquire any interest in additional equity securities of the\n\nissuer, or is or will be obligated to transfer any interest in the\n\nequity securities to another.","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":"d15cbd785d17b3c2d9d7b2a773dbbb5f7266a1ba2d320870ea0e124b07fef275","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-71-71-452","next":"us-ok/okla.-stat.-tit.-71-71-454"},"notice":"GroundRules: Original legal text. Not legal advice."}