2017 Wyoming Statutes
TITLE 17 - CORPORATIONS, PARTNERSHIPS AND ASSOCIATIONS
CHAPTER 18 - WYOMING MANAGEMENT STABILITY ACT
ARTICLE 3 - CONTROL SHARE ACQUISITIONS
SECTION 17-18-303 - Notice of control share acquisition; acquiring person statement.
17-18-303. Notice of control share acquisition; acquiring person statement.
(a) Any person who proposes to make a control share acquisition may, and any person who has made a control share acquisition shall, deliver an acquiring person statement to the issuing public corporation at the issuing public corporation's principal office. The acquiring person statement shall contain the following:
(i) The identity of the acquiring person, including the identity of each member of any partnership, limited partnership, syndicate or other group which constitutes a part of the acquiring person for purposes of W.S. 17-18-301(a)(i);
(ii) A statement that the acquiring person statement is delivered pursuant to this article;
(iii) A statement of the number of shares of the issuing public corporation owned directly or indirectly by the acquiring person or with respect to which the acquiring person may exercise or direct the exercise of voting power;
(iv) The range of voting power for which the acquiring person seeks voting rights; and
(v) Any undertaking to pay expenses made pursuant to W.S. 17-18-304(a) or any requests made pursuant to W.S. 17-18-304(d).
(b) If the control share acquisition has not taken place the acquiring person statement shall, in addition to the requirements stated in subsection (a) of this section, contain:
(i) A description in reasonable detail of the terms and conditions of the proposed control share acquisition, including without limitation the amount and class or classes of shares to be acquired, the price or prices to be offered for the shares and the form of the consideration to be offered; and
(ii) Representations by the acquiring person, together with a statement in reasonable detail of the facts upon which they are based and other supporting evidence reasonably sufficient to establish the representations, that:
(A) The proposed control share acquisition will not be contrary to law;
(B) The acquiring person has the financial capacity to make, and will make, the proposed control share acquisition forthwith after the shareholder vote if voting rights are accorded.
(iii) An affidavit of the acquiring person that:
(A) States that the acquiring person statement contains all of the information required by this section;
(B) States that the information contained in the acquiring person statement is true, correct and complete; and
(C) Is signed by the acquiring person if the acquiring person is an individual or by the chief executive officer or similar representative of the acquiring person if the acquiring person is not an individual.
