49:5-4. Permission to proceed; hearings

a. The bureau chief shall permit any takeover bid referred to in subsection a of section 3 of this act unless after a public hearing thereon, referred to in subsection b. of this section, he finds that:

(1) The financial condition of the offeror is such as to jeopardize the financial stability of the target company, or prejudice the interests of any employees, or securityholders who are unaffiliated with the offeror;

(2) The terms of the takeover bid are unfair or inequitable to the securityholders of the target company;

(3) The plans and proposals which the offeror has to make any material change in the target company's business or corporate structure or management, are not in the interest of the target company's remaining securityholders, or employees;

(4) The competence, experience and integrity of those persons who would control the operation of the target company are such that it would not be in the interest of the target company's remaining securityholders, or employees, to permit the takeover; or

(5) The terms of the takeover bid do not comply with the provisions of this act.

b. A public hearing shall be held at a time and place fixed by the bureau chief if, within 20 days after the filing of the statement referred to in subsection a of section 3 of this act, he shall determine that such a public hearing is necessary or shall receive from the target company, acting by resolution of its board of directors, a written request for such a public hearing, unless the bureau chief finds that no cause for hearing exists. Written notice of such determination or of the receipt of such request shall be promptly sent to the offeror and the target company by the bureau chief. At least 20 days' notice of the holding of any such public hearing shall be given by the bureau chief to the offeror filing the statement and to the target company. No less than 7 days' notice of such public hearing shall be given by the offeror filing the statement to such other persons as may be designated by the bureau chief. The target company shall give such notice to its securityholders. The bureau chief shall make a determination within 60 days after the conclusion of such hearing. At such hearing, the offeror filing the statement, the target company, and any other person the bureau chief determines has sufficient interest shall have the right to present evidence, examine and cross-examine witnesses, and offer oral and written arguments and in connection therewith shall be entitled to conduct discovery proceedings in the same manner as is allowed in the Superior Court of this State, or pursuant to such other procedure as may be established by the bureau chief. All discovery proceedings shall be concluded not later than 3 days prior to the commencement of public hearings.

L.1977, c. 76, s. 4, eff. April 27, 1977.