2006 Code of Virginia § 13.1-728.4 - Control share acquisition statement

13.1-728.4. Control share acquisition statement.

Any acquiring person may, after any control share acquisition or before anyproposed one, deliver a control share acquisition statement to the publiccorporation at its principal office. The control share acquisition statementshall set forth all of the following:

1. The identity of the acquiring person and each other member of any group ofwhich the person is a part for purposes of determining the shares owned or tobe owned, beneficially, by the acquiring person.

2. A statement that the control share acquisition statement is given pursuantto this article.

3. The number of shares of the issuing public corporation beneficially ownedby the acquiring person and each other member of the group.

4. The range of voting power under which the control share acquisition fallsor would, if consummated, fall.

5. A description in reasonable detail of the terms of the control shareacquisition or the proposed control share acquisition, including but notlimited to:

a. The source of funds or other consideration and the material terms of thefinancial arrangements for the control share acquisition;

b. Any plans or proposals of the acquiring person to liquidate the publiccorporation, to sell all or substantially all of its assets, to merge it orexchange its shares with any other person, to change the location of itsprincipal executive office or a material portion of its business activities,to change materially its management or policies of employment, to altermaterially its relations with suppliers or customers or the communities inwhich it operates, or to make any other material change in its business,corporate structure, management or personnel;

c. Any plans or proposals of the acquiring person to acquire additionalshares (including additional shares within the range set forth in thestatement) or to dispose of any shares; and

d. Such other information which could reasonably be expected to affectmaterially the decision of a shareholder with respect to granting votingrights to shares acquired or proposed to be acquired in the control shareacquisition.

6. If the control share acquisition has not taken place, representations ofthe acquiring person, together with a statement in reasonable detail of thefacts upon which they are based, that the control share acquisition, ifconsummated, will not be contrary to law, and that the acquiring person hasthe financial capacity to make the proposed control share acquisition. Forthis purpose, financial capacity shall only be deemed to include (i) cash andcash equivalents in excess of normal working capital requirements and (ii)funds to be provided under legally binding commitments from financialinstitutions having the capability to advance such funds. If the funds to beprovided under such commitments are included in the demonstration offinancial capacity, the control share acquisition statement shall beaccompanied by complete copies of all such commitments and a writtendescription of all oral understandings concerning the terms and conditions ofsuch commitments.

(1989, c. 14; 2005, c. 765.)