351.347. Acquisition proposals, board may make recommendation.

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351.347. Acquisition proposals, board may make recommendation. — 1. In exercising its business judgment concerning any acquisition proposal, as defined in subsection 2 of this section, the board of directors of the corporation may consider the following factors, among others:

(1)The consideration being offered in the acquisition proposal in relation to the board's estimate of:

(a)The current value of the corporation in a freely negotiated sale of either the corporation by merger, consolidation or otherwise, or all or substantially all of the corporation's assets;

(b)The current value of the corporation if orderly liquidated;

(c)The future value of the corporation over a period of years as an independent entity discounted to current value;

(2)Then existing political, economic and other factors bearing on security prices generally or the current market value of the corporation's securities in particular;

(3)Whether the acquisition proposal might violate federal, state or local laws;

(4)Social, legal and economic effects on employees, suppliers, customers and others having similar relationships with the corporation, and the communities in which the corporation conducts its businesses;

(5)The financial condition and earning prospects of the person making the acquisition proposal including the person's ability to service its debt and other existing or likely financial obligations;

(6)The competence, experience and integrity of the person making the acquisition proposal.

2. "Acquisition proposal" means any proposal of any person:

(1)For a tender offer, exchange offer, or other comparable offer for any equity security of the corporation;

(2)To merge or consolidate the corporation with another corporation; or

(3)To purchase or otherwise acquire all or a substantial part of the assets of the corporation.

3. Nothing in this section shall require any director or corporation to respond to any particular acquisition proposal nor preclude directors, in exercising their business judgment in other contexts, from considering factors such as those enumerated in subsection 1 of this section.

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(L. 1986 S.B. 565, A.L. 1989 S.B. 141)