S.D. Admin. R. 20:06:03:33

Current through Register Vol. 51, page 67, December 16, 2024

Section 20:06:03:33 - Mergers, consolidations, acquisitions, and similar matters

Information and financial statements for mergers, consolidations, and acquisitions should be filed as follows:

(1) If action to be taken with respect to a merger, consolidation, acquisition, or similar matter, furnish in brief outline the following information:

(a) The rights of appraisal or similar rights of dissenters with respect to any matters to be acted upon. Indicate any procedure required to be followed by dissenting stockholders in order to perfect such rights;

(b) The material features of the plan or agreement;

(c) The business done by the company to be acquired or whose assets are being acquired;

(d) If available, the high and low sales prices for each quarterly period within two years;

(e) The percentage of outstanding shares which must approve the transaction before it is consummated;

(2) For each company involved in a merger, consolidation, or acquisition, the following financial statements should be furnished:

(a) A comparative balance sheet as of the close of the last two fiscal years;

(b) A comparative statement of operating income and expenses for each of the last two fiscal years and, as a continuation of each statement, a statement of earnings per share after related taxes and cash dividends paid per share;

(c) A pro forma combined balance sheet and income and expense statement for the last fiscal year giving effect to the necessary adjustments with respect to the resulting company.

S.D. Admin. R. 20:06:03:33

SL 1975, ch 16, § 1; 12 SDR 151, 12 SDR 155, effective 7/1/1986.

General Authority: SDCL 58-4-1, 58-5-49.

Law Implemented: SDCL 58-5-49.