70 Pa. Stat. § 73

Current through Pa Acts 2024-53, 2024-56 through 2024-92

Section 73 - Definitions

As used in this act:

"Affiliate" with respect to a person means any person controlling, controlled by, or under common control with such person.

"Associate" with respect to a person means any person acting jointly or in concert with such person for the purpose of acquiring, holding, or disposing of, or exercising any voting rights attached to the equity securities of an issuer.

"Commission" means the Pennsylvania Securities Commission.

"Equity security" means any share or similar security, or any security convertible, with or without consideration, into such a security; or carrying any warrant or right to subscribe to or purchase such a security; or any such warrant or right or any other security which, the commission, for the protection of security holders, treats as an equity security pursuant to the Pennsylvania Securities Act of 1972 or pursuant to any regulation of the commission.

"Offeree" means a record or beneficial owner of equity securities to whom a takeover offer is made or proposed to be made.

"Offeror" means a person who makes or participates in any way in making a takeover offer. Offeror does not include any bank or broker-dealer loaning funds to an offeror in the ordinary course of its business, or any bank, broker-dealer, attorney, accountant, consultant, employee, or other person furnishing information or advice to or performing ministerial duties for an offeror, and not otherwise participating in the takeover offer.

"Takeover offer" means the acquisition of or offer, other than an offer incident to a vote by security holders pursuant to the articles of incorporation or the applicable corporation statute or other statute governing such person, or pursuant to a partnership agreement, a declaration of trust, trust indenture or any agreement among security holders on a merger, consolidation, sale of assets in consideration, in whole or in part, of the issuance of securities of another person, reclassification of securities, or reorganization involving the exchange of securities, in whole or in part, for the securities of any other person, to acquire any equity security of a target company, pursuant to a tender offer, if after the acquisition thereof, the offeror would, directly or indirectly, be a beneficial owner of more than 5% of any class of the outstanding equity securities of the target company. "Takeover offer" does not include the following offers or the acquisition of equity securities pursuant to such offers:

(i) an offer to acquire equity securities to be effected by a broker-dealer registered with the securities and exchange commission on a stock exchange or in the over-the-counter market if the broker performs only the customary broker's function and receives no more than the customary broker's commission and if neither the principal nor the broker solicits or arranges for the solicitation of orders to sell such equity securities, (ii) offers made by a dealer for his own account in the ordinary course of his business of buying and selling such security, (iii) an offer to acquire equity securities of a target company which has no more than 100 equity security holders of record or no more than $1,000,000 of assets, (iv) an offer which, if accepted by all the offerees, will not result in the offeror having acquired more than 2% of the same class of equity securities of the target company within the preceding 12-month period, (v) an offer by the issuer to acquire its own equity securities, (vi) an offer which, if accepted by all of the offerees, will not result in the offeror having acquired equity securities of the issuer from more than 25 persons within the preceding 12-month period, for purposes of computing the 25 persons for the purpose of this definition any securities purchased pursuant to clause (i) of this section not being included, and (vii) any offer which the commission, by regulation or order, shall exempt from the definition of "takeover offer" as not being made for the purpose of and not having the effect of, changing or influencing the control of the issuer or otherwise as not comprehended within the purposes of this act.

"Target company" means an issuer of securities whose equity securities are or are to be the subject of a takeover offer (i) which is organized under the laws of this Commonwealth, or (ii) has its principal place of business and substantial assets located in this Commonwealth.

70 P.S. § 73

1976, March 3, P.L. 42, No. 19, § 3, imd. effective.