1. (a) A merger will not ordinarily be favorable considered by the Commissioner between two associations, one of which was acquired within one (1) year prior to the filing of the merger application by a person, directly or indirectly, who made an offer for the acquisition of any stock or class of stock of any association and after consummation thereof, such person became, directly or indirectly, the beneficial owner of more than twenty-five percent (25%) of such stock or class of stock unless within fifteen (15) days prior to the making of such offer, request, or solicitation, the prior written approval of the Commissioner was obtained for such offer, solicitation or invitation and for all letters, written communications, material and documents used in connection therewith, given or sent to such stockholders.

2. (b) No association, officer, director, or substantial stockholder, or any person acting on his behalf shall made a general solicitation of stockholders of shareholders of another association or other corporation unless the soliciting party shall have first submitted to the Commissioner copies of such offer, solicitation, invitation, documents, letters, and written communications and material which the association, officer, director, or substantial stockholder, or any person acting on his behalf proposes to use or execute in accomplishing such acquisitions at least fifteen (15) days prior to such use or execution, including but not limited to the following:

   1. (1) Letters, written communications, material and information to be sent to the stockholders or shareholders of the corporation to be acquired;
   2. (2) Letters, written communications, material, information and proxies sent or to be sent to stockholders or shareholders of the applicant association; and
   3. (3) Information setting forth details of the proposed acquisition adequate to substantiate its fairness to all parties.
3. (c) Copies of all papers, documents, and material filed with the Securities and Exchange Commission and the Federal Home Loan Bank Board with respect to an offer, or solicitation shall be filed with the Commissioner either at or prior to the filing of an application for approval of the merger, but in no event, later than fifteen (15) days after such papers, documents, and material shall have been filed with the Securities and Exchange Commission or the Federal Home Loan Bank Board.

4. (d) No solicitation subject to this regulation shall be made by means of any proxy statement, form or proxy, notice of meeting or other communication, written or oral, containing any statement which, at the time and in the light of the circumstances under which it is made, is false or misleading with respect to any material fact, or which omits to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of a proxy for the same meeting or subject matter which has become false or misleading.

   The fact that a proxy statement, form of proxy or other soliciting material has been filed with or examined by the Commissioner shall not be deemed a finding by the Commissioner that such material is accurate or complete or not false or misleading, or that the Commissioner has passed upon the merits of or approval any statement contained therein or any matter to be acted upon by security holders. No representation contrary to the foregoing shall be made.

Note: Authority cited: Section 5255, Financial Code. Reference: Sections 9200-9218, Financial Code.

History

1. Change without regulatory effect renumbering former Section 206.1 to Section 103.212 (Register 87, No. 14). For prior history, see Registers 77, No. 11 and 71, No. 48.