552.11 Limitations on offerors.

(1) No offeror may make a take-over offer involving a target company which is not made to security holders in this state on substantially the same terms as the offer is made to security holders outside this state.

(2) An offeror shall provide that any equity securities of a target company subject to s. 552.05 deposited or tendered pursuant to a registered take-over offer may be withdrawn by or on behalf of any offeree at any time within 7 days from the date the offer has become effective under this chapter and after 60 days from the date the offer has become effective under this chapter, except as the division may otherwise prescribe by rule or order for the protection of investors. In any offer permitted to commence by an exemption order under s. 552.05 (1), the offeror shall provide that any equity securities tendered or deposited pursuant to the conditional offer will be purchased by the offeror only in the event a subsequent registration of the offer occurs under this chapter.

(3) If an offeror makes a take-over offer for less than all the outstanding equity securities of any class of securities of a target company subject to s. 552.05, and if the number of securities deposited or tendered pursuant thereto within 20 days after the offer has become effective under this chapter and copies of the offer, or notice of any increase in the consideration offered, are first published or sent or given to security holders is greater than the number the offeror has offered to accept and pay for, the securities shall be accepted proportionally, disregarding fractions, according to the number of securities deposited or tendered by each offeree.

(4) If an offeror varies the terms of a take-over offer for a target company subject to s. 552.05 before its expiration date by increasing the consideration offered to security holders, the offeror shall pay the increased consideration for all equity securities accepted, whether such securities have been accepted by the offeror before or after the variation in the terms of the offer.

(5) No offeror may make a take-over offer involving a target company subject to s. 552.05, or acquire any equity securities of the target company pursuant to the offer, at any time when an administrative or injunctive proceeding has been brought by the division against the offeror for violation of this chapter that has not been finally determined.

(6) No offeror may acquire, remove or exercise control, directly or indirectly, over any assets located in this state of a target company subject to s. 552.05 unless the take-over offer is effective or exempt under this chapter, except as permitted by order of the division.

History: 1971 c. 300; 1979 c. 110 s. 60 (12); 1981 c. 16; 1983 a. 200; 1995 a. 27.