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31 Pa. Code § 23.82. Mergers, consolidations, acquisitions, and similar matters—Item 12.

§ 23.82. Mergers, consolidations, acquisitions, and similar matters—Item 12.

 (a)  If action is to be taken with respect to a merger, consolidation, acquisition, or any similar matter, all of the following information shall be furnished in brief outline form:

   (1)  The rights of appraisal or similar rights of dissenters with respect to any matters to be acted upon. The procedures required to be followed by dissenting security holders in order to perfect such rights shall be indicated.

   (2)  The material features of the plan or agreement.

   (3)  The business done by the company to be acquired or whose assets are being acquired.

   (4)  If available, the high and low sales prices for each quarterly period within 2 years.

   (5)  The percentage of outstanding shares which must approve the transaction before it is consummated.

 (b)  For each company involved in a merger, consolidation, or acquisition, the following financial statements shall be furnished:

   (1)  A comparative balance sheet as of the close of the last two fiscal years.

   (2)  A comparative statement of operating income and expenses for each of the last 2 fiscal years and, as a continuation of each statement, a statement of earnings per share after related taxes and cash dividends paid per share.

   (3)  A pro forma combined balance sheet and income and expenses statement for the last fiscal year giving effect to the necessary adjustments with respect to the resulting company.

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