75-72-109 - Fraudulent, deceptive and manipulative acts prohibited.
§ 75-72-109. Fraudulent, deceptive and manipulative acts prohibited.
No person shall engage in any fraudulent, deceptive or manipulative acts or practices in connection with a tender offer. Fraudulent, deceptive and manipulative acts or practices include, without limitation:
(a) Solicitation of any offeree for acceptance or rejection of a tender offer, or acquisition of any equity security of a subject company pursuant to a tender offer, that is not effective or exempt under Sections 75-72-101 through 75-72-121.
(b) Publication or use in connection with the tender offer of any untrue statement of a material fact or omitting to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, but not including the mailing by a subject company to the record or beneficial owners of its equity securities or solicitation materials published and furnished to the subject company for transmittal to its security holders by the bidder.
(c) The direct or indirect purchase, or the making of any arrangement to purchase, any security that is the subject of a tender offer (or any other security which is immediately convertible into or exchangeable for such security), otherwise than pursuant to such tender offer, from the date such tender offer is first published or sent or given to security holders until the expiration of the period, including any extensions thereof, during which securities tendered pursuant to such tender offer may, by the terms of such offer, be accepted or rejected; provided, however, that if such person is the owner of another security which is immediately convertible into or exchangeable for the security which is the subject of the offer, his subsequent exercise of his right of conversion or exchange with respect to such other security shall not be prohibited and this section shall not prohibit the purchase of any security pursuant to a stock option plan approved by security holders.
(d) Hold such tender offer open for less than twenty (20) business days from the date such tender offer is first published or sent or given to security holders; provided, however, that a tender offer by the issuer of the class of equity securities being sought, or by an affiliate of such issuer, which is not made in anticipation of or in response to another person's tender offer for securities of the same class, shall be held open for not less than fifteen (15) business days from the date such tender offer is first published or sent or given to security holders.
(e) Failure to offer the same or substantially equivalent consideration to all offerees pursuant to a tender offer.
(f) Failure to make the offer available to all holders of the class of equity securities subject to the tender offer, except that a bidder shall not be prohibited from making a tender offer which is not extended to security holders residing in jurisdictions having laws which render such tender offer unlawful or which the bidder in good faith determines may render such tender offer unlawful.
Sources: Laws, 1980, ch. 418, § 5; Laws, 1987, ch. 478, § 4, eff from and after July 1, 1987.