Oregon Administrative Rules › Chapter 410 - OREGON HEALTH AUTHORITY, HEALTH SYSTEMS DIVISION: MEDICAL ASSISTANCE PROGRAMS › Division 141 - OREGON HEALTH PLAN › Section 410-141-5270 - CCO ACQUISITIONS AND MERGERS: Information to Be Included in Form A

Current through Register Vol. 63, No. 7, July 1, 2024
When Form A is required to be filed with the Authority pursuant
				to OAR 410-141-5265, the Form shall include the following information:
(1) If any acquiring party required to file
			 Form A is an individual, the individual shall identify their principal
			 occupation and all offices and positions held during the past five years, and
			 list any arrests, charges, and conviction of crimes other than minor traffic
			 violations during the past 10 years,
(2) If any acquiring party required to file
			 Form A is not an individual, a report of the nature of its business operations
			 during the past five years or for such lesser period as the acquiring party and
			 any predecessors of the acquiring party have been in existence, an informative
			 description of the business intended to be done by the acquiring party and its
			 subsidiaries, and a list of all individuals who are or who have been selected
			 to become directors or executive officers of the acquiring party or who perform
			 or will perform functions appropriate to the positions. The list shall include
			 for each individual the information required by subsection (1).
(3) For each acquiring party required to file
			 a Form A, the number of shares of any security that each acquiring party
			 proposes to acquire in connection with the acquisition, the terms of any
			 proposed offer or agreement relating to the acquisition and a statement as to
			 the method by which the fairness of the proposal was determined.
(4) The amount of each class of any security
			 of the type to be acquired in connection with the acquisition that is
			 beneficially owned or concerning which there is a right to acquire beneficial
			 ownership by any acquiring party.
(5) For each acquiring party required to file
			 a Form A, a full description of any contracts, arrangements or understandings
			 with respect to any security of the type to be acquired in connection with the
			 acquisition in which such acquiring party is involved with, including, without
			 limitation, those involving transfer of any of the securities, joint ventures,
			 loan or option arrangements, puts or calls, guarantees of loans, guarantees
			 against loss or guarantees of profits, division of losses or profits or the
			 giving or withholding of proxies. The description shall identify the persons
			 with whom the contracts, arrangements or understandings have been
			 entered.
(6) A description of the
			 purchase of any security of the type to be acquired in connection with the
			 acquisition during the 12 calendar months preceding the filing of the
			 statement, by any acquiring party required to file Form A, including the dates
			 of purchase, names of the purchasers and consideration paid or agreed to be
			 paid for the security.
(7) A
			 description of any recommendation to purchase any security of the type to be
			 acquired in connection with the acquisition made by any acquiring party
			 required to file Form A, or by anyone based upon interviews or at the
			 suggestion of any acquiring party required to file Form A, during the 12
			 calendar months preceding the filing of the statement.
(8) Copies of all tender offers for, requests
			 or invitations for tenders of, exchange offers for and agreements to acquire or
			 exchange any securities of the type to be acquired in connection with the
			 acquisition and, if distributed, copies of additional soliciting material
			 relating thereto.
(9) A description
			 of the terms of any agreement, contract or understanding made with or proposed
			 to be made with any broker-dealer as to solicitation for tender of securities
			 of the type to be acquired in connection with the acquisition, including the
			 amount of any fees, commissions or other compensation to be paid to any
			 broker-dealer in connection with the agreement, contract or
			 understanding.
Statutory/Other Authority: ORS
				  413.042,
				  414.615,
				  414.625,
				  414.635 & 414.651
Statutes/Other Implemented: ORS
				  414.610 -
				  414.685