State Codes and Statutes

Statutes > Wisconsin > 611 > 611.71

611.71

SUBCHAPTER V
CORPORATE REORGANIZATION
611.71 Acquisition of all of the shares or of a class of shares of an insurance corporation.

611.71(1)

(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.

611.71(2)

(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:

611.71(2)(a)

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

611.71(2)(b)

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

611.71(2)(c)

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

611.71(2)(d)

(d) Contain a statement summarizing the rights of the shareholders under sub. (5) (b); and

611.71(2)(e)

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

611.71(3)

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

611.71(4)

(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% 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.

611.71(5)

(5) Implementation. If there is acceptance satisfying sub. (4), the acquiring corporation shall, within 60 days:

611.71(5)(a)

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

611.71(5)(b)

(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.

611.71(6)

(6) Issuance of certificates or information statements. Upon the filing of the certificate under sub. (5) (a):

611.71(6)(a)

(a) All shares in exchange for which shares of the acquiring corporation are issued shall become the property of the acquiring corporation, whether or not any certificates representing the shares have been surrendered for exchange;

611.71(6)(am)

(am) If the articles of incorporation or bylaws of the acquired corporation require shares to be issued with certificates, the acquiring corporation shall be entitled to have new certificates for the shares under par. (a) registered in its name as the holder;

611.71(6)(b)

(b) The acquiring corporation shall do all of the following:

611.71(6)(b)1.

1. Cause certificates for its shares to be issued and delivered to the holders of shares who have already accepted, and thereafter immediately upon acceptance to those who accept or are deemed to have accepted.

611.71(6)(b)2.

2. If the shares are issued without certificates, cause information statements that comply with s. 180.0626 (2) to be issued and delivered to the persons described in subd. 1.

611.71(6)(b)3.

3. Promptly make the cash payments provided in sub. (2) (e) or (5) (b); and

611.71(6)(c)

(c) The acquiring corporation or a corporate fiduciary designated by it and acceptable to the commissioner, shall hold in trust, for delivery or payment to the persons entitled thereto but not at once located, the certificates or information statements for its shares and cash payable under sub. (2) (e) or (5) (b).

611.71(7)

(7) Other exchange offers. This section does not prevent a person from making an offer to purchase the shares of an insurance corporation conditioned upon acceptance by holders of less than 90% of the shares to which the offer relates. Such an offer may be joined as an alternate offer with an offer made under this section; but the acquiring corporation shall have the right to avail itself of this section only if the requirements of subs. (1) to (6) are satisfied.

611.71(8)

(8) Acquisition of a small minority of shares. If at least 90% of any class of shares of any domestic stock insurance corporation are held by any other domestic insurance corporation or its nominee, the owning corporation may proceed under subs. (2) and (5), even if the offer is accepted by less than the required number of shareholders.

611.71 - ANNOT.

History: 1971 c. 260; 1973 c. 184; 1989 a. 303.