Current through Register Vol. 63, No. 9, September 1, 2024
(1)
The Director may decline to accept the filing of a plan pursuant to ORS
59.095 if the proponent of the
plan is unable to establish a nexus with Oregon. That nexus must be established
by showing:
(a) That the proponent of the
plan is an entity with headquarters in Oregon;
(b) That the entity to be acquired or merged
has its headquarters in Oregon; or
(c) That a minimum of 50% of the securities,
claims or property interests to be exchanged are owned by persons who reside in
Oregon.
(2) The
proponent of the plan shall file:
(a) A
Form U-1 registering all securities to be issued by the
proponent;
(b) A copy of the merger
agreement between the parties;
(c)
A copy of the information statement to be submitted to the holders of the
securities, claims or property interests to be exchanged;
(d) A copy of the Articles of Formation of
the acquiring entity;
(e) A
Form U-4 for each agent of the issuer, or the name and Central
Registration Depository number of the broker-dealer to execute the securities
transactions; and
(f) A filing fee
for the total offering amount calculated pursuant to OAR
441-065-0001 and a fee in the
amount set in OAR 441-175-0002 for each Form
U-4 being filed.
(3) Following a preliminary review by the
Director and resolution, if necessary, of any fairness or procedure issues
raised by the Director, 30 days notice of the fairness hearing shall be given
to all holders of the securities, claims or property interests to be exchanged.
The proponent may request a shorter notice period of not less than 10 days,
which request may not be unreasonably denied by the Director, provided the
proponent demonstrates that all holders of the securities, claims or property
interests to be exchanged:
(a) Are accredited
investors as defined in OAR
441-035-0010; or
(b) Have been directly involved in the
development of the plan, merger or acquisition negotiations.
(4)
(a) The fairness hearing shall be conducted
as an other than contested case pursuant to ORS Chapter 183 by a hearings
officer designated by the Director at a location in Oregon designated by the
hearings officer. With the consent of both parties to the merger or
acquisition, the hearing may be conducted by telephone conference.
(b) The hearings officer may permit testimony
of counsel, all interested parties to the exchange, and any holder of
securities, claims or property interests to be exchanged who wishes to make a
statement or raise questions. Any interested party who is unable to attend the
hearing shall be permitted to participate by telephone or in writing.
(5) Any order issued concerning
the plan of the proponent shall be dated effective as of the date of the
hearing, unless issues were raised at the hearing which must be resolved, in
which event the order shall be dated on the date when all such issues are
satisfactorily resolved.
(6) The
order issued shall make specific findings as to whether the plan is fair, just
and equitable and free from fraud; and
(a)
Approve the request as proposed by the proponent;
(b) Approve the request with conditions,
limitation, or restrictions imposed by the Director; or
(c) Deny the request, provided the Director
made findings that the plan is unfair, unjust or inequitable or not free from
fraud. Notice of any denial issued under this subsection shall be provided by
the Director, at the expense of the proponent, to all persons who were entitled
to receive or who did receive notice of the hearing.
Forms referenced are available from the
agency.
Stat. Auth: ORS
59.285
Stats. Implemented: ORS
59.095
