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80B.01 DEFINITIONS.
    Subdivision 1. Scope. When used in sections 80B.01 to 80B.13, unless the context otherwise
requires, the following words shall have the meanings herein ascribed to them.
    Subd. 2. Affiliate. "Affiliate" of a person means any person controlling, controlled by,
or under common control with such person.
    Subd. 3. Associate. "Associate" of 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.
    Subd. 4. Commissioner. "Commissioner" means the commissioner of commerce.
    Subd. 5. Equity security. "Equity security" means any stock 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 commissioner shall deem to be of similar nature and consider necessary or
appropriate, by such rules as the commissioner may prescribe in the public interest and for the
protection of investors, to treat as an equity security.
    Subd. 6. Offeror. "Offeror" means a person who makes or in any way participates 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. When two or more persons
act as a partnership, limited partnership, syndicate, or other group pursuant to any agreement,
arrangement, relationship, understanding, or otherwise (whether or not in writing) for the purpose
of acquiring, owning, or voting securities of a target company, all members of the partnership,
syndicate, or other group constitute "a person."
    Subd. 7. Offeree. "Offeree" means the beneficial owner, residing in Minnesota, of equity
securities which an offeror offers to acquire in connection with a takeover offer.
    Subd. 8. Takeover offer. "Takeover offer" means the offer to acquire any equity securities of
a target company from a resident of this state pursuant to a tender offer or request or invitation for
tenders, if after the acquisition of all securities acquired pursuant to the offer either (1) the offeror
would be directly or indirectly a beneficial owner of more than ten percent of any class of the
outstanding equity securities of the target company and was directly or indirectly the beneficial
owner of less than ten percent of any class of the outstanding equity securities of the target
company prior to the commencement of the offer; or (2) the beneficial ownership by the offeror of
any class of the outstanding equity securities of the target company would be increased by more
than ten percent of that class and the offeror was directly or indirectly the beneficial owner of ten
percent or more of any class of the outstanding equity securities of the target company prior to the
commencement of the offer. Takeover offer does not include:
(a) an offer in connection with the acquisition of a security which, together with all other
acquisitions by the offeror of securities of the same class of equity securities of the issuer,
would not result in the offeror having acquired more than two percent of this class during the
preceding 12-month period;
(b) an offer by the issuer to acquire its own equity securities unless the offer is made during
the pendency of a takeover offer by a person who is not an associate or affiliate of the issuer;
(c) an offer in which the target company is an insurance company subject to regulation by the
commissioner, a financial institution regulated by the commissioner, or a public service utility
subject to regulation by the Public Utilities Commission.
    Subd. 9. Target company. "Target company" means an issuer of publicly traded equity
securities (a) which (1) has its principal place of business or its principal executive office located
in this state, or (2) owns or controls assets located within this state which have a fair market value
of at least $1,000,000, and (b) which (1) has more than ten percent of its beneficial or record
equity securityholders resident in this state, (2) has more than ten percent of its equity securities
owned beneficially or of record by residents in this state, or (3) has more than 1,000 beneficial or
record equity securityholders resident in this state. For the purposes of this chapter, an equity
security is publicly traded if a trading market exists for the security at the time the offeror makes
a takeover offer for the security. A trading market exists if the security is traded on a national
securities exchange, whether or not registered pursuant to the Securities Exchange Act of 1934, or
the over-the-counter market.
    Subd. 10. Beneficial owner. "Beneficial owner" includes, but is not limited to, any person
who directly or indirectly through any contract, arrangement, understanding, relationship, or
otherwise has or shares the power to vote or direct the voting of a security and/or the power
to dispose of, or direct the disposition of, the security. "Beneficial ownership" includes, but is
not limited to, the right, exercisable within 60 days, to acquire securities through the exercise
of options, warrants, or rights or the conversion of convertible securities, or otherwise. The
securities subject to these options, warrants, rights, or conversion privileges held by a person
shall be deemed to be outstanding for the purpose of computing the percentage of outstanding
securities of the class owned by this person, but shall not be deemed to be outstanding for the
purpose of computing the percentage of the class owned by any other person. A person shall be
deemed the beneficial owner of securities beneficially owned by any relative or spouse or relative
of the spouse residing in the home of this person, any trust or estate in which this person owns ten
percent or more of the total beneficial interest or serves as trustee or executor, any corporation or
entity in which this person owns ten percent or more of the equity, and any affiliate or associate
of this person.
History: 1973 c 331 s 1; 1974 c 406 s 94,95; 1980 c 516 s 2; 1984 c 488 s 2; 1Sp1985 c 5 s
1-3; 1986 c 444; 1Sp1987 c 1 s 1,2

Official Publication of the State of Minnesota
Revisor of Statutes