Sec. 2. (a) The commissioner may not approve an acquisition under section 1(a) of this chapter unless the commissioner finds that:

(1) the requirements of IC 27-1-23-2(e) will be satisfied;

(2) the acquisition will not frustrate the plan of conversion or the amendment to the articles of incorporation as approved by the members and the commissioner;

(3) the boards of directors of the former mutual and any parent company have approved the acquisition; and

(4) the acquisition would be in the best interest of the present and future policyholders of the former mutual without regard to any interest of policyholders as shareholders of the former mutual or any parent company.

(b) The commissioner shall adopt rules under IC 4-22-2 to establish a procedure under which an institutional investor that is not affiliated with the former mutual or a parent company may be considered to have been approved by the commissioner under this section to acquire beneficial ownership of at least five percent (5%) or less than ten percent (10%) of the outstanding shares of any class of a voting security of the former mutual or any parent company upon the filing with the commissioner of:

(1) a certificate executed by appropriate officers of the former mutual and any parent company certifying that:

(A) the acquisition has been approved by the boards of directors of the former mutual and any parent company; and

(B) the institutional investor is not an affiliate of the former mutual or any parent company; and

(2) a certificate executed by appropriate officers of the institutional investor:

(A) certifying that the institutional investor will acquire the shares in the ordinary course of its business and not with the purpose nor with the effect of changing or influencing the control, management, or policies of the former mutual or the parent company;

(B) certifying that the institutional investor is not an affiliate of the former mutual or any parent company; and

(C) undertaking to notify the commissioner and the former mutual and any parent company in writing not less than twenty (20) business days before any change in the matters certified.

The commissioner may require the filing of any other information the commissioner considers necessary and may provide in the rules for remedies or consequences upon receipt of a notice under subdivision (2)(C), including divestiture and denial of voting rights.

As added by P.L.94-1999, SEC.3.