It is unlawful for any offeror or target company or any controlling person of an offeror or target company or any broker-dealer acting on behalf of an offeror or target company to engage in any fraudulent, deceptive, or manipulative acts or practices in connection with a take-over offer. Fraudulent, deceptive, and manipulative acts or practices include, without limitation:

(1) The publication or use in connection with the offer of any false statement of a material fact or the omission to state a material fact necessary to make the statements made not misleading;

Terms Used In Hawaii Revised Statutes 417E-4

  • Broker-dealer: means a "broker-dealer" as defined in § 485A-102. See Hawaii Revised Statutes 417E-1
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Equity security: means any stock or similar security; or any security convertible, with or without consideration, into such a security; or carrying any warrant or right to subscribe to or purchase such a security; or any such warrant or right; or any other security which the commissioner deems to be of similar nature and considers necessary or appropriate, by such rules as the commissioner may prescribe in the public interest and for the protection of investors, to treat as an equity security. See Hawaii Revised Statutes 417E-1
  • Offeree: means the beneficial owner, residing in Hawaii, of equity securities which an offeror offers to acquire in connection with a take-over offer. See Hawaii Revised Statutes 417E-1
  • offeror: means a person who makes or in any way participates in making a take-over offer. See Hawaii Revised Statutes 417E-1
  • Take-over offer: means the offer to acquire any equity securities of a target company from a resident of this State pursuant to a tender offeror request or invitation for tenders, if after the acquisition of all securities acquired pursuant to the offer either the offeror would be directly or indirectly a beneficial owner of more than ten per cent of any class of the outstanding equity securities of the target company; or the beneficial ownership by the offeror of any class of the outstanding equity securities of the target company would be increased by more than five per cent, provided that this does not apply if after the acquisition of all securities acquired pursuant to the offer, the offeror would not be directly or indirectly a beneficial owner of more than ten per cent of any class of the outstanding equity securities of the target company. See Hawaii Revised Statutes 417E-1
  • Target company: means an issuer of publicly traded equity securities which is organized under the laws of the State or has at least twenty per cent of its equity securities beneficially held by residents of this State, and has substantial assets in this State. See Hawaii Revised Statutes 417E-1
(2) The sale by any controlling shareholders of a target company of any of their equity securities to the offeror for a consideration greater than that to be paid other stockholders pursuant to the offeror the purchase of any of the securities of a controlling shareholder of the target company by the offeror for a consideration greater than that to be paid other shareholders, pursuant to an agreement not disclosed to the other shareholders;
(3) The refusal by a target company to permit an offeror who is a stockholder of record to examine its list of stockholders, and to make extracts therefrom, pursuant to the applicable corporation statutes, for the purpose of making a take-over offer in compliance with this chapter, or in lieu thereof, to mail any solicitation materials published by the offeror to its security holders with reasonable promptness after receipt from the offeror of such materials together with the reasonable expenses of postage and handling;
(4) The solicitation of any offeree for acceptance or rejection of a take-over offeror acquisition of any equity security pursuant to a take-over offer before the take-over offer is effective under this chapter or while the offer is suspended under this chapter.

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