2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › MISCELLANEOUS CORPORATION PROVISIONS (§§ 48-101-101 — 48-103-505) › Chapter 103 - CORPORATE TAKEOVERS (§§ 48-103-101 — 48-103-505) › Part 1 - TENNESSEE INVESTOR PROTECTION ACT (§§ 48-103-101 — 48-103-113) › Section 48-103-103 - Limitations on offerors

(a)
No offeror shall make a takeover offer if the offeror beneficially owns, directly or indirectly, five percent (5%) or more of any class of the equity securities of the offeree company, any of which were purchased within one (1) year before the proposed takeover offer, unless the offeror, before making such purchase, has made a public announcement of the offeror's intention with respect to changing or influencing the management or control of the offeree company, has made a full, fair and effective disclosure of such intention to the persons from whom the offeror intends to acquire such securities, and has filed with the commissioner and with the offeree company a statement signifying such intentions and containing such additional information as the commissioner by rule prescribes.
(b)
No offeror may make a takeover offer involving an offeree company which is not made to the holders of record or beneficial owners of the equity securities of the offeree company who reside in this state, or which is not made to such persons on substantially the same terms as the offer is made to those holders or owners who reside outside this state.
(c)
An offeror shall provide that any equity securities of an offeree company deposited or tendered pursuant to a takeover offer may be withdrawn by or on behalf of any offeree at any time within seven (7) days from the date the offer has become effective under this part, or after sixty (60) days from the date the offer has become effective under this part, except as the commissioner may otherwise prescribe by rule or order for the protection of investors.
(d)
If an offeror makes a takeover offer for less than all the outstanding equity securities of any class, and if the number of securities deposited or tendered pursuant thereto within ten (10) days after the offer has become effective under this part and copies of the offer or notice of any increase in the consideration offered, are first published or sent or given to offerees 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 or on behalf of each offeree.
(e)
If an offeror varies the terms of a takeover offer before its expiration date by increasing the consideration offered to offerees, the offeror shall pay the increased consideration for all equity securities accepted, whether such securities have been accepted by the offeror before or after the variation in the terms of the offer.
(f)
No offeror may acquire, remove or exercise control, directly or indirectly, over any assets of an offeree company located in this state in connection with a takeover offer unless the takeover offer is effective or exempt under this part, except as permitted by order of the commissioner.
Acts 1976, ch. 536, § 2; T.C.A., § 48-2103; Acts 1985, ch. 361, § 2; T.C.A., §§ 48-5-103, 48-35-103.