1(1) 2If a proposed corporate action described in s. 10607.1302(1)11is to be submitted to a vote at a shareholders’ meeting, the meeting notice (or, where no approval of such action is required pursuant to s. 37607.11035, 38the offer made pursuant to s. 44607.1103545) must state that the corporation has concluded that shareholders are, are not, or may be entitled to assert appraisal rights under this chapter. If the corporation concludes that appraisal rights are or may be available, a copy of ss. 85607.130186-87607.134088must accompany the meeting notice or offer sent to those record shareholders entitled to exercise appraisal rights.
105(2) 106In a merger pursuant to s. 112607.1104, 113the parent corporation must notify in writing all record shareholders of the subsidiary who are entitled to assert appraisal rights that the corporate action became effective. Such notice must be sent within 10 days after the corporate action became effective and include the materials described in s. 160607.1322161.
162(3) 163If a proposed corporate action described in s. 171607.1302(1)172is to be approved by written consent of the shareholders pursuant to s. 185607.0704186:
187(a) 188Written notice that appraisal rights are, are not, or may be available must be sent to each shareholder from whom a consent is solicited at the time consent of such shareholder is first solicited, and, if the corporation has concluded that appraisal rights are or may be available, a copy of ss. 240607.1301241-242607.1340243must accompany such written notice; and
249(b) 250Written notice that appraisal rights are, are not, or may be available must be delivered, at least 10 days before the corporate action becomes effective, to all nonconsenting and nonvoting shareholders, and, if the corporation has concluded that appraisal rights are or may be available, a copy of ss. 299607.1301300-301607.1340302must accompany such written notice.
307(4) 308Where a corporate action described in s. 315607.1302(1)316is proposed or a merger pursuant to s. 324607.1104325is effected, and the corporation concludes that appraisal rights are or may be available, the notice referred to in subsection (1), paragraph (3)(a), or paragraph (3)(b) must be accompanied by:
355(a) 356Financial statements of the corporation that issued the shares that may be or are subject to appraisal rights, consisting of a balance sheet as of the end of the fiscal year ending not more than 16 months before the date of the notice, an income statement for that fiscal year, and a cash flow statement for that fiscal year; however, if such financial statements are not reasonably available, the corporation must provide reasonably equivalent financial information; and
433(b) 434The latest available interim financial statements, including year-to-date through the end of the interim period, of such corporation, if any.
454(5) 455The right to receive the information described in subsection (4) may be waived in writing by a shareholder before or after the corporate action is effected.
