1997 Minnesota Statutes

     302A.675 Takeover offer; fair price. 

    Subdivision 1.    Fair price requirement.  An offeror 
 may not acquire shares of a publicly held corporation within two 
 years following the last purchase of shares pursuant to a 
 takeover offer with respect to that class, including, but not 
 limited to, acquisitions made by purchase, exchange, merger, 
 consolidation, partial or complete liquidation, redemption, 
 reverse stock split, recapitalization, reorganization, or any 
 other similar transaction, unless the shareholder is afforded, 
 at the time of the proposed acquisition, a reasonable 
 opportunity to dispose of the shares to the offeror upon 
 substantially equivalent terms as those provided in the earlier 
 takeover offer. 

    Subd. 2.    Exception.  Subdivision 1 does not apply if 
 the proposed acquisition of shares is approved by a committee of 
 the board's disinterested directors before the purchase of any 
 shares by the offeror pursuant to the earlier takeover offer.  
 The provisions of section 302A.673, subdivision 1, paragraph 
 (d), relating to a committee of disinterested directors, apply 
 to this section. 

    HIST: 1991 c 58 s 15; 1997 c 10 art 1 s 32