OAR 836-024-0180: Exemption from ORS 732.435 of Certain Acquisitions and Dispositions of Securities Pursuant to Merger or Consolidation

(1) The Director exempts as not comprehended within the purposes of ORS 732.435 the following transactions: (a) The acquisition of a security of an insurer pursuant to a merger or consolidation in exchange for a security of a company that, prior to the merger or consolidation: (A) Owned 85 percent or more of the equity securities of all other companies involved in the merger or consolidation except, in the case of consolidation, the resulting company; or (B) Held more than 85 percent of the combined assets of the companies undergoing merger or consolidation, computed according to their book values prior to the merger or consolidation as determined by reference to their most available financial statements for a 12-month period prior to the merger or consolidation. (b) The disposition of a security of an insurer, pursuant to a merger or consolidation of an insurer that, prior to the merger or consolidation: (A) Owned 85 percent or more of the equity securities of all other companies involved in the merger or consolidation except, in the case of consolidation, the resulting company; or (B) Held over 85 percent of the combined assets of all the companies undergoing merger or consolidation, computed according to their book values prior to merger or consolidation as determined by reference to their most recent available financial statements for a 12-month period prior to the merger or consolidation. (2) A merger for the purpose of this rule includes the sale or purchase of substantially all the assets of one insurer by another in exchange for stock that is then distributed to the security holders of the insurer that sold its assets. (3) Notwithstanding sections (1) and (2) of this rule, except for a purchase or sale exempted by this rule, the exemption under this rule is unavailable to a officer, director or stockholder to the extent of the purchase and sale if the officer, director or stockholder purchases a security in a company involved in the merger or consolidation or sells a security in another company involved in the merger or consolidation within a period of less than six months during which the merger or consolidation took place.