2012 Arkansas Code
Title 23 - Public Utilities and Regulated Industries
Subtitle 1 - Public Utilities And Carriers
Chapter 3 - Regulation of Utilities and Carriers Generally
Subchapter 3 - -- Merger or Acquisition of Control of Domestic Public Utilities
§ 23-3-306 - Procedure generally.
(a) Any person who acquires five percent (5%) or more of the aggregate number of the issued and outstanding voting securities of a domestic public utility, within two (2) business days thereafter, shall deliver written notice of the acquisition to the Arkansas Public Service Commission. The following information shall be included in the notice:
(1) The name and address of each person and all affiliates of that person;
(2) The number and class of all shares held by each person and all affiliates of that person; and
(3) Whether the person or any affiliate of that person, individually or collectively, intends to acquire ten percent (10%) or more of the aggregate number of the issued and outstanding voting securities of the domestic public utility.
(b) No person other than the issuer of the securities of the domestic public utility or an affiliate of the issuer shall make a tender offer for, request, or invite tenders of, or enter into any agreement to exchange, seek to acquire, or acquire, in the open market or otherwise, any issued and outstanding voting securities of a domestic public utility regulated by the commission if, after the consummation of that action, the person would, directly or indirectly or by conversion or by exercise of any right to acquire, be in control of the domestic public utility. No person shall merge with or otherwise acquire control of a domestic public utility unless the acquiring party is an affiliate of the domestic public utility or unless, at the time the offer, request, or invitation is made, or prior to the acquisition of the securities if no offer or agreement is involved, the person has filed with the commission and has sent to the domestic public utility a statement containing the information required by § 23-3-307 and the offer, request, invitation, or acquisition has been approved by the commission in the manner prescribed in §§ 23-3-310 and 23-3-311.
(c) The commission may modify the aforementioned procedures to the extent necessary to conform to the requirement of Regulation 14D under the Securities Exchange Act of 1934, as amended.
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