214.62 Merger; adoption of plan.

(1) A financial institution may merge with a savings bank. The board of directors of the merging financial institution and of the savings bank, by resolution adopted by a vote of at least two-thirds of the members of each board, shall approve the plan of merger.

(2) The plan of merger shall include all of the following:

(a) The name of each merging financial institution, the name of the resulting financial institution, the location of the resulting home office and the location of other resulting offices.

(b) With respect to the resulting financial institution, the amount of capital, surplus, and reserve for operating expenses; the classes and the number of shares of stock, if a stock financial institution; the articles of incorporation and bylaws of the resulting financial institution; and a detailed financial statement showing the assets and liabilities after the proposed merger.

(c) The method, terms and conditions of effecting the merger, including the manner of converting shares of each merging financial institution into cash, shares of stock or other securities or properties to be received by the stockholders of each merging stock financial institution.

(d) Provisions governing the manner of disposing of any shares of stock of the resulting financial institution that are not taken by dissenting stockholders of a merging financial institution.

(e) Other provisions necessary or desirable or that the division requires.

(3) After approval by the board of directors of each merging financial institution, the merger agreement shall be submitted to the division for approval, together with a certified copy of the authorizing resolution of each board of directors. Before issuing approval, the division may examine the affairs of each merging financial institution and its affiliates and subsidiaries, the expense of which is to be paid by the merging financial institution.

(4) The division may approve or disapprove the proposed merger agreement. The division may not approve a merger agreement unless the division finds all of the following:

(a) The resulting savings bank, if any, meets the requirements of this chapter for the formation of a new savings bank.

(b) The merger agreement is fair to all persons affected.

(c) The resulting savings bank, if any, will be operated in a safe and sound manner.

(5) If the division fails to approve a proposed merger, the division shall state the objections in writing and give the merging financial institutions a stated period of time in which to amend the plan of merger.

History: 1991 a. 221; 1995 a. 27, 103.