Connecticut General Statutes
Chapter 672b - The Connecticut Tender Offer Act
Section 36b-47. (Formerly Sec. 36-463). - Terms of tender offer. Purchase of security prohibited while proceeding pending.

(a) No offeror may make a tender offer involving a target company which is not made to all its holders in this state of the equity securities which are the subject of the offer on substantially the same terms as the offer is made to holders of said equity securities outside this state.

(b) An offeror shall provide that any equity securities of a target company deposited or tendered pursuant to a tender offer may be withdrawn by or on behalf of the offeree at any time up to the third day prior to the announced termination date except as the commissioner may otherwise prescribe for the protection of the offerees.
(c) If an offeror makes a tender offer for less than all of the outstanding equity securities of any class, and if the number of securities deposited or tendered pursuant thereto is greater than the number the offeror has offered to accept and pay for, the securities shall be accepted pro rata, disregarding fractions, according to the number of securities deposited or tendered by each offeree.
(d) If an offeror varies the term of a tender offer before its expiration date by increasing the consideration offered to the offerees, the offeror shall pay the increased consideration for all equity securities accepted, whether the securities have been accepted by the offeror before or after the variation in the terms of the offer.
(e) No offeror shall purchase any equity security pursuant to a tender offer at any time when an administrative or injunctive proceeding has been brought by the commissioner against the offeror for violation of sections 36b-40 to 36b-52, inclusive, while such proceeding has not been finally determined, unless otherwise ordered by a court of competent jurisdiction upon application by the offeror.
(f) The provisions of subsections (b), (c) and (d) of this section shall not apply to any tender offer that is subject to Section 14(d) of the Securities Exchange Act of 1934, as amended, 15 USC 78n(d), and the rules and regulations promulgated thereunder.
(P.A. 76-362, S. 8, 14; P.A. 81-121, S. 5, 9; P.A. 82-472, S. 117, 183.)
History: Sec. 36-347h transferred to Sec. 36-463 in 1979; P.A. 81-121 amended Subsec. (e) by replacing “make” with “purchase any equity security pursuant to” and adding Subsec. (f) providing that Subsecs. (b), (c) and (d) are not applicable to tender offers subject to federal law; P.A. 82-472 made a technical change in Subsec. (a); Sec. 36-463 transferred to Sec. 36b-47 in 1995.

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