REPURCHASE OF CAPITAL STOCK BY TENDER OFFER OR PRIVATE TRANSACTION

(a) An insurance company may, on prior approval of the department, purchase outstanding shares of the company's capital stock in accordance with the Texas Business Corporation Act either by making a tender offer or by entering into a negotiated private transaction. (b) The application for approval under Subsection (a) must: (1) state the number of shares offered; (2) describe the shares; (3) contain any pertinent information regarding the value of the shares, including: (A) the price offered by the company for the shares; (B) the book value of the shares; and (C) the market value of the shares if a market exists for those shares; and (4) demonstrate that the shares will be purchased using uncommitted earned surplus. (c) Before filing the application the insurance company must present a copy of the application to the seller of the shares. (d) The commissioner shall approve the application promptly if: (1) the price offered by the insurance company for the shares appears to be a reasonably fair price; and (2) the application complies with the requirements of this section and the Texas Business Corporation Act.