2017 Wyoming Statutes
TITLE 17 - CORPORATIONS, PARTNERSHIPS AND ASSOCIATIONS
CHAPTER 18 - WYOMING MANAGEMENT STABILITY ACT
ARTICLE 1 - GENERAL PROVISIONS
SECTION 17-18-106 - Statement; consent to service of process; filing fee; copy to target company.

17-18-106. Statement; consent to service of process; filing fee; copy to target company.

(a) The offeror, before making a takeover offer, shall file with the secretary of state a statement in compliance with subsection (b) of this section and a consent to service of process. The offeror shall pay a filing fee of seven hundred fifty dollars ($750.00) and shall, not later than the filing date of the statement, deliver a copy of the statement to the target company at its principal office and, if different, to its Wyoming registered agent for service of process.

(b) If a takeover offer is subject to any federal law, the statement shall be one (1) copy of each document required to be filed with the securities and exchange commission and any other federal agency. If the takeover offer is not subject to any requirement of federal law, the statement shall be filed on forms prescribed by the secretary of state and shall contain the following information:

(i) The identity of and material information concerning the offeror, including:

(A) If the offeror is a corporation, information concerning its organization, including the year and jurisdiction of its organization, a description of each class of its capital stock and long-term debt, a description of the business done by the offeror and its affiliates and any material changes of its business during the past three (3) years, a description of the location and character of the principal properties of the offeror and its affiliates, a description of any material pending legal or administrative proceedings in which the offeror or any of its affiliates is a party, the names of all directors and executive officers of the offeror and their material business activities and affiliations during the past three (3) years, and audited financial statements of the offeror and its affiliates for its three (3) most recent annual accounting periods and interim financial statements for any current period;

(B) If the offeror is not a corporation, information concerning the person's background, including his material business activities and affiliations during the past three (3) years, and a description of any material pending legal or administrative proceeding in which he is a party.

(ii) The source and amount of funds or other consideration used or to be used in acquiring any equity security, including 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 transaction and the names of all the parties;

(iii) If the purpose of the acquisition is to gain control of the target company, a statement of any plans or proposals or negotiations with respect to the acquisition which the offeror has upon gaining control to liquidate the target company, sell its assets, effect its merger or consolidation, or make any other major change in its business, corporate structure, management or personnel;

(iv) The number of shares or units of any equity security of the target company of which each offeror is the record or beneficial owner or which the offeror has a right to acquire, directly or indirectly;

(v) Information as to any contracts, arrangements, understandings or negotiations with any person concerning any equity security of the target company, including 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 those contracts, arrangements or understandings have been entered;

(vi) Information as to any contracts, arrangements, understandings or negotiations, with any person who is an officer, director, administrator, manager, executive employee, or record or beneficial owner of equity securities of the target company with respect to the tender of any equity securities of the target company, the purchase by the offeror of any equity securities owned by that person otherwise than pursuant to the takeover offer, the retention of any person in his present position or in any other management position or with respect to that person giving or withholding a favorable recommendation to the takeover offer;

(vii) A description of the provisions made or to be made for providing all material information concerning the takeover offer to the offerees, including a description of the proposed takeover offer in the form proposed to be published or sent to the offerees initially disclosing the takeover offer; and

(viii) Any other information which the secretary of state prescribes by regulation.