Pennsylvania Statutes Title 70 P.S. Securities § 74. Registration of takeover offers

(a) It is unlawful unless the securities or the offer are exempt pursuant to section 8,  1 for any offeror to make a takeover offer involving a target company or to acquire any equity securities of the target company pursuant to the offer, unless at least 20 days prior thereto such offeror (i) files with the commission a registration statement containing the information prescribed by section 5,  2 (ii) sends a copy of the registration statement by certified mail to the target company at its principal office and to the collective bargaining representative, if any, of the employees employed at the principal place of business of the target company and (iii) publicly discloses the offering price of the proposed offer and the fact that a registration statement has been filed with the commission which contains substantial additional information about the proposed offer, which registration statement is available for inspection at the commission's principal office during business hours.

(b) The registration statement shall be filed on forms prescribed by the commission, and shall be accompanied by a consent by the offeror to service of process and the filing fee specified in section 10.  3

(c) The commission may by order or regulation require the offeror to file any other documents, exhibits and information that it deems material to the takeover offer, and may permit the omission of any of the information specified in section 5 if it determines that such information is not required for the protection of offerees. The commission may by order summarily delay the effective date of the offer if it determines that the registration statement does not contain all of the information specified in section 5 or that the solicitation materials do not provide full disclosure to offerees of all material information concerning the offer.

(d) A takeover offer automatically becomes effective 20 days after the date of filing the registration statement with the commission unless delayed by order of the commission or unless prior thereto, the commission schedules a hearing with respect to the offer. The commission may schedule a hearing, on its own initiative or at the request of the target company, if the commission has reason to believe that the takeover offer fails to provide full and fair disclosure to offerees of all material information concerning the offer, or is in violation of this act or the act of December 5, 1972 (P.L. 1280, No. 284),  4 known as the “Pennsylvania Securities Act of 1972.” If a hearing is scheduled, the offer shall not become effective until registered by order of the commission. Registration is not deemed to be approval of the offer by the commission and any representation to the contrary is unlawful.

(e) Any hearing scheduled by the commission under this section shall be held within 30 days of the date of the filing of the registration statement under section 5 and any determination made following the hearing shall be made within 30 days after such hearing has been closed, unless extended by order of the commission for the convenience of the parties or for the protection of offerees in this Commonwealth. If, upon the hearing, the commission finds that the takeover offer fails to provide full and fair disclosure to offerees of all material information concerning the offer, or is in violation of this act or the act of December 5, 1972 (P.L. 1280, No. 284), known as the “Pennsylvania Securities Act of 1972,” the commission shall by order deny registration of the offer. Any hearing held pursuant to this section shall be held according to the provisions of the act of June 4, 1945 (P.L. 1388, No. 442),  5 known as the “Administrative Agency Law.”