Section 13-5-426 - Mergers and acquisitions of supervised trust companies(a) As used in this section: (i) "Consummation" means the moment when a merger or acquisition becomes effective;(ii) "Former trust company" means a trust company or business entity that will cease operations after a merger or acquisition;(iii) "Resulting trust company" means the trust company or business entity that will continue operations after a merger or acquisition under an existing trust company charter or other authority to operate as specified by the laws of another state;(iv) "Supervised trust company" means as defined by W.S. 13-5-301(a)(xv) and shall include a trust company substantially similar to a supervised trust company that is chartered or otherwise operating under the laws of another state, as determined by rule of the commissioner.(b) A supervised trust company seeking to acquire or merge with another trust company, including a trust company chartered or otherwise operating under the laws of another state shall acquire or merge with another trust company as provided by this section.(c) A supervised trust company that is proposed to become a resulting trust company after a merger or acquisition pursuant to subsection (b) of this section shall apply for a certificate of merger or acquisition not less than seventy-five (75) days before the proposed consummation date. The commissioner may conduct an investigation, examination or hearing into the application as the commissioner deems necessary. The commissioner shall approve or deny the application not later than sixty (60) days after receipt of the application.(d) An application filed under subsection (c) of this section shall include the following information in a form determined by the commissioner: (i) Information relating to the character of the parties to the proposed merger or acquisition, including current business operations, organizational structure, management, affiliations and any pending judicial or administrative proceedings;(ii) The financial statements of all parties to the proposed merger or acquisition for each of the parties' current fiscal year and each of the four (4) preceding fiscal years;(iii) The final plan, terms and conditions of the merger or acquisition;(iv) All records and certifications required by subsection (f) of this section;(v) A description of any proposed material changes to the former trust company and resulting trust company, including business operations, structure, management, affiliations, name or location, including any contemplated liquidation, asset sales or further mergers or acquisitions;(vi) The identification of any person compensated to make solicitations or recommendations related to the proposed merger or acquisition, except for any person who provides legal advice related to the merger or acquisition;(vii) Copies of all invitations, tenders or advertisements making a tender offer for the purchase of stock or ownership positions related to the proposed merger or acquisition;(viii) The source of funds for the proposed merger or acquisition, including any terms and conditions related to those funds;(ix) Any other information material to the proposed merger or acquisition that the commissioner requests or requires.(e) The commissioner shall approve or deny an application filed under this section upon consideration of the following factors, if applicable: (i) The projected impact of the proposed merger or acquisition on competition for trust company business in Wyoming;(ii) Whether the proposed merger or acquisition would prejudice the interests of trust company customers;(iii) The character and financial status of the parties to the proposed merger or acquisition, including the resulting trust company;(iv) Whether the proposed merger or acquisition, once completed, would comply with all applicable laws;(v) The results of any investigation, examination, hearing or request for information conducted as provided by this section.(f) Before filing an application under this section, the terms and conditions of the acquisition or the plan of merger shall be approved and documented in writing by the shareholders or members and the board of directors or managers of each trust company participating in the merger or acquisition. Approval for the terms and conditions or plan of merger shall be sought as required by the governing documents of each trust company and other applicable law. The appropriate officers of each trust company shall certify compliance with this subsection with the commissioner.(g) Upon approval of a merger or acquisition by the commissioner and upon consummation of the merger or acquisition: (i) A former trust company shall surrender its charter and, if required by the commissioner, dissolve the underlying business entity and take all other necessary related actions, including those in accordance with the approved final plan of merger or acquisition. If a former trust company is chartered or otherwise operating under the laws of another state, the former trust company shall take all actions required by the laws of that state;(ii) The resulting trust company shall assume the assets and liability of the former trust company without further action, except as provided by the final plan, terms and conditions of the acquisition or merger;(iii) Unless otherwise specified in a customer agreement, by the terms and conditions of the acquisition or merger or other applicable law, the resulting trust company shall become the successor trustee of all customer accounts of the former trust company;(iv) The resulting trust company may conduct trust company business and other permissible activities under the laws of Wyoming to the same extent as the former trust company;(v) The resulting trust company may use the name of a former trust company or may select a new name. The resulting trust company shall notify the commissioner of the name it selects;(vi) Any reference to a former trust company in a writing shall be considered a reference to the resulting trust company if not otherwise inconsistent with the writing and the laws of Wyoming;(vii) The resulting trust company shall file the certificate of merger or acquisition with the secretary of state.(h) A resulting trust company shall not maintain more than two (2) trust company branches in other states after consummation of a merger or acquisition.(j) The commissioner shall adopt any rules necessary to implement the provisions of this section.Added by Laws 2021 , ch. 3, § 1, eff. 7/1/2021.