611.71 Acquisition of all of the shares or of a class of shares of an insurance corporation.

448 words·~2 min read·/wi/chapter-611/611-71-3

A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

(1)Exchange of shares permitted. A domestic stock insurance corporation may acquire, in the manner provided by this section, in exchange for its shares, all the shares, or all the shares of any class, of any other domestic stock insurance corporation, provided no law is violated by the acquisition.

(2)Offer. The acquiring corporation shall submit by 1st class mail to all holders of the shares to be acquired a written offer which shall:

(a)Specify the shares to which the offer relates;

(b)Prescribe the terms and conditions of the proposed exchange, including the method of acceptance and the manner of exchanging the shares;

(c)Provide such information respecting both corporations as the commissioner prescribes by rule;

(d)Contain a statement summarizing the rights of the shareholders under sub.

(b); and

(e)Provide for the payment of cash or scrip in lieu of the issuance of fractional shares of the acquiring corporation.

(3)Copy of offer. One copy of the offer shall be filed with the commissioner immediately.

(4)Acceptance. The exchange shall be consummated if, within 120 days after the date of the mailing, the offer is accepted by the holders of not less than 90 percent of the shares of each class to which it relates. In ascertaining what percentage have accepted, shares may not be counted if at the date of mailing of the offer they were already held by, or by a nominee for, the acquiring corporation or any affiliate.

(5)Implementation. If there is acceptance satisfying sub.

(4), the acquiring corporation shall, within 60 days:

(a)Execute and file with the commissioner a certificate setting forth the acceptances; and

(b)Give written notice of the satisfaction of the requirement, by registered or certified mail return receipt requested, to each holder of shares to which the offer relates who has not yet accepted the offer. The notice, the form of which must be approved by the commissioner, shall include, or be accompanied by, a statement that such shareholders may dissent from the offer by notification to the offeror within 120 days after the date of the mailing and be paid the fair value of their shares as determined under ss. 180.1325 and 180.1328 to 180.1331 , and that failure so to notify the offeror shall be deemed acceptance of the offer. For purposes of s. 180.1325 , notification to the offeror in accordance with this paragraph constitutes a demand for payment under s. 180.1323 .

(6)Issuance of certificates or information statements. Upon the filing of the certificate under sub.

(a):