A. No person other than the issuer shall make a tender for or a request or invitation for tenders of a voting security of a domestic insurer or enter into any agreement to exchange securities or seek to acquire in the open market or in any other place any voting security of a domestic insurer if, after the consummation thereof, such person would, directly or indirectly, by conversion or by the exercise of any right to acquire, be in control of such insurer. No person may enter into an agreement to merge with or to otherwise acquire control of a domestic insurer or a person who controls a domestic insurer unless, at the time the offer, request or invitation is made or the agreement is entered into or before the acquisition of the securities, if no offer or agreement is involved, such person has filed with the director and has sent to such insurer a statement containing the information required by Section 20-481.03 and the offer, request, invitation, agreement or acquisition has been approved by the director.

Terms Used In Arizona Laws 20-481.02

  • controlling: means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract other than a commercial contract for goods or nonmanagement services, or otherwise, unless the power is the result of an official position with or corporate office held by the person. See Arizona Laws 20-481
  • Insurer: means every person engaged in the business of making contracts of insurance except:

    (a) Agencies, authorities or instrumentalities of the United States, its possessions and territories, the Commonwealth of Puerto Rico, the District of Columbia or a state or political subdivision of a state. See Arizona Laws 20-481

  • Person: means an individual, a corporation, a partnership, an association, a joint stock company, a trust, an unincorporated organization and any similar entity or any combination of the foregoing acting in concert but does not include any joint venture partnership exclusively engaged in owning, managing, leasing or developing real or tangible personal property. See Arizona Laws 20-481
  • sent: means to deliver by United States mail, personal delivery or fax or by electronic means consistent with the requirements of section 20-239. See Arizona Laws 20-117
  • Voting security: means a security that carries with it a right to vote in decisions and also includes securities that are convertible into or evidence a right to acquire a security that includes such right to vote. See Arizona Laws 20-481

B. With respect to the acquisition of a domestic insurer by a person, directly or indirectly through an affiliate or affiliates, who is not required to file a statement pursuant to subsection A of this section because such person is not primarily engaged in the business of insurance, such person, at least thirty days before the effective date of the acquisition of the domestic insurer, shall file with the director a statement containing the information required by Section 20-481.03. If the director finds that the acquisition does not meet the requirements of Section 20-481.07, subsection A, the director shall issue an order disapproving the acquisition of the domestic insurer and shall require the person to make an expeditious divestiture of such insurer. The director shall have the authority to take such actions as are necessary to assure such divestiture.

C. A controlling person of a domestic insurer that seeks to divest its controlling interest in the domestic insurer shall file with the director, with a copy to the insurer, a confidential notice of its proposed divestiture at least thirty days before the cessation of control. The director shall determine if the party seeking to divest or to acquire a controlling interest in the insurer will be required to file for and obtain approval of the transaction. The information shall remain confidential until the conclusion of the transaction unless the director determines that confidential treatment will interfere with enforcement of this section. This subsection does not apply if the statement referred to in subsection A of this section is filed.

D. The director may employ insurance analysts, hearing examiners and such other staff as necessary to ensure compliance with this section. Such costs shall be paid by the insurance examiners’ revolving fund in accordance with section 20-159.

E. The filing requirements provided in subsection A of this section shall not be deemed in conflict with federal securities acts where such federal securities acts apply. No offer, transaction, proposed transaction, agreement or acquisition subject to approval of the director pursuant to subsection A of this section shall become effective until approved by the director.

F. Notwithstanding subsection C of this section, the acquiring person shall file a preacquisition notification with the director that contains the information prescribed in Section 20-481.25, subsection C for all transactions under this section.

G. For the purposes of this section:

1. "Domestic insurer" includes any person controlling a domestic insurer, unless the director determines that the person is either directly or through its affiliates primarily engaged in business other than the business of insurance.

2. Person does not include any securities broker in the usual and customary broker’s function holding less than twenty per cent of the voting securities of an insurance company or of any person that controls an insurance company.

 

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