HARRY HUGHES, Governor                                    1889

(viii) An offer by a corporation to acquire
equity securities of a subsidiary where the corporation owns
beneficially voting stock representing at least two thirds of the
combined voting power of all classes of voting stock of the
subsidiary; or

(ix) Any offer which the Commissioner, by rule
or order, exempts from the definition of "take-over offer" as not
being entered into for the purpose of, and not having the effect
of, changing or influencing the control of the target company or
otherwise as not comprehended within the purposes of this
subtitle.

(i) "Target company" means a corporation or other issuer of
securities whose equity securities are or are to be subject to a
take-over offer and which:

(1) Is organized under the laws of this State; and

(2) Is doing business in this State.]

[11-902.

(a) It is unlawful for any person to make a take-over offer
involving a target company, or to acquire or solicit the
acquisition of any equity securities of a target company pursuant
to the offer, unless at least 20 days prior to the dates on which
the offer is made and copies of the offer are first published or
sent or given to security holders, the offeror has filed with the
Commissioner, together with the consent to service of process
specified in § ll-802(a) of this title and a filing fee of $100,
and sent by certified mail or personally delivered to the target
company at its principal office a written statement which
contains the information prescribed in subsection (b) of this
section.

(b) The statement to be filed by an offeror under
subsection (a) of this section shall contain the following
information:

(1)  The name and address of the offeror;

(2)  The number of shares to be purchased;

(3)  The consideration to be offered;

(4)  The duration of the offer;

(5)  Whether the offeror will unconditionally accept
all or any part of the shares tendered;

made ;

(6) The conditions upon which acceptance will be

(7) The other contractual terms of the offer;