Section 180.1132. Exceptions.

 

(1)   Fair price. The vote required by s. 180.1131 does not apply to a business combination if each of the following conditions is met:

(a) The aggregate amount of the cash and the market value as of the valuation date of consideration other than cash to be received per share by shareholders of the resident domestic corporation in the business combination is at least equal to the highest of the following:

1. The highest per share price, including brokerage commissions, transfer taxes and soliciting dealers' fees, received by any person selling common shares of the same class or series, with appropriate adjustments for recapitalizations and for share splits, share dividends and like distributions, from the significant shareholder either in the transaction in which it became a significant shareholder or within the 2 years before the date of the business combination, whichever is higher.

2. The market value per share of the same class or series on the date of commencement of a tender offer initiated by the significant shareholder, on the determination date or on the date of the first public announcement of the proposed business combination, whichever is highest.

3. The highest preferential amount per share to which the holder of shares of the class or series of shares is entitled in a voluntary or involuntary liquidation or dissolution of the corporation, with appropriate adjustments for recapitalizations and for share splits, share dividends and like distributions.

(b) The consideration to be received by holders of a class or series of outstanding shares is to be in cash or in the same form as the significant shareholder has previously paid for shares of the same class or series. If the significant shareholder has paid for shares of a class of shares with varying forms of consideration, the form of consideration for the class of shares shall be either cash or the form used to acquire the largest number of shares of the class or series of shares previously acquired by it.

(2)   Certain corporations excluded. Section 180.1131 does not apply to a business combination of any of the following:

(a) A corporation if a business combination involving the corporation is governed by s. 186.31 , 215.53 , 215.73 , 221.0702 or 223.21 .

(b) A corporation whose original articles of incorporation have a provision expressly electing not to be governed by ss. 180.1130 to 180.1134 .

(c) A resident domestic corporation whose shareholders adopt an amendment to the articles of incorporation on or after April 24, 1984, by a vote of at least 80 percent of the votes entitled to be cast by outstanding shares of voting shares of the resident domestic corporation, voting together as a single voting group and by two-thirds of the votes entitled to be cast by persons, if any, who are not significant shareholders of the resident domestic corporation, voting together as a single voting group, expressly electing not to be governed by ss. 180.1130 to 180.1134 .

(3)   Opt-in for certain corporations. A corporation that is not a resident domestic corporation may elect, by express provision in its articles of incorporation, to be subject to ss. 180.1130 to 180.1134 as if it were a resident domestic corporation unless its articles of incorporation contain a provision stating that the corporation is a close corporation under ss. 180.1801 to 180.1837 .

1989 a. 303 ; 1991 a. 16 ; 1995 a. 336 ; 1997 a. 27 .