Section 401-B:13 Plans for Acquisition of Minority Interests in Domestic Stock Insurance Companies.
I. Any parent corporation directly or indirectly owning at least 95 percent of the aggregate issued and outstanding shares of all classes of voting stock of a domestic stock insurance company may, pursuant to a plan for acquisition of minority interests in such subsidiary, acquire all of its remaining issued and outstanding shares of voting stock, by exchange of stock, other securities, cash, other consideration or any combination thereof.
II. The board of directors, trustees, or other governing body of the parent corporation may adopt a plan for the acquisition of minority interests in a subsidiary insurer. Every plan shall set forth:
(a) The name of the company whose shares are to be acquired;
(b) The total number of issued and outstanding shares of each class of voting stock of the company, the number of its shares owned by the parent corporation and, if either of the foregoing is subject to change prior to the effective date of acquisition, the manner in which any change may occur;
(c) The terms and conditions of the plan, including the manner and basis of exchanging the shares to be acquired for shares or other securities of the parent corporation, for cash, other consideration, or any combination of the foregoing, the proposed effective date of acquisition and a statement clearly describing the rights of dissenting stockholders to demand appraisal;
(d) If the parent corporation is neither a domestic corporation nor an authorized insurer, its agreement to be bound by paragraph VI of this section and RSA 293-A:13.01 through RSA 293-A:13.31 with respect to the plan, its consent to the enforcement against it in this state of the rights of stockholders pursuant to the plan, and a designation of the insurance commissioner as the agent upon whom process may be served against the parent corporation in the manner set forth in RSA 405:10 in any action or proceeding to enforce any such rights; and
(e) Such other provisions with respect to the plan as the board of directors, trustees or other governing body deems necessary or desirable, or which the insurance commissioner may prescribe.
III. Upon adoption of the plan, it shall be duly executed by the president and attested by the secretary, or the executive officers corresponding thereto, under the corporate seal of the parent corporation. Thereupon, a certified copy of the plan, together with a certificate of its adoption subscribed by such officers and affirmed by them as true under the penalties of perjury and under the seal of the parent corporation, shall be submitted to the insurance commissioner for his approval. The insurance commissioner shall thereupon consider the plan and, if satisfied that it complies with this section, is fair and equitable and not inconsistent with law, he shall approve the plan. If the insurance commissioner disapproves the plan, notification of his disapproval, assigning the reasons therefor, shall be given in writing by him to the parent corporation. No plan shall take effect unless the approval of the insurance commissioner has been obtained.
IV. If the insurance commissioner approves the plan, the parent corporation shall deliver to each person who, as of the date of delivery, is a holder of record of stock to be acquired pursuant to the plan, a copy of the plan, or a summary thereof approved by the insurance commissioner in person or by depositing the same in the post office, postage prepaid, addressed to the stockholder at his address of record. On or before the date of acquisition proposed in the plan, the parent corporation shall file with the insurance commissioner a certificate, executed by its president and attested by its secretary, or the executive officers corresponding thereto, and subscribed by such officers and affirmed by them as true under the penalties of perjury, and under the seal of the parent corporation, attesting to compliance by the parent corporation with this subdivision.
V. Upon compliance with this section, ownership of the shares to be acquired pursuant to the plan shall vest in the parent corporation on the date of acquisition proposed in the plan whether or not the certificates for such shares have been surrendered for exchange and the parent corporation shall be entitled to have new certificates registered in its name. Stockholders whose shares have been so acquired shall thereafter retain only the right either to receive the consideration to be paid in exchange for their shares pursuant to the plan or to demand appraisal pursuant to paragraph VI.
VI. A stockholder whose stock is acquired pursuant to this section and who elects to dissent from such acquisition shall, by complying with this paragraph and with RSA 293-A:13.01 through RSA 293-A:13.31, have the right to receive payment in cash for the fair value of his shares, subject to final approval by the insurance commissioner, by filing a written notice of his election to dissent and a demand for payment to him for his stock at its fair value with the parent corporation within 30 days after the delivery to him of either a copy of the plan or a summary thereof, pursuant to paragraph IV.
Source. 1971, 176:1. 1992, 255:12, 13, eff. Jan. 1, 1993.