Bank Holding Company Formation and Acquisition

(a)In order to facilitate the acquisition of a territorial bank, a bank holding company or a company, which upon the acquisition of such territorial bank would become a bank holding company, may establish a wholly owned, non-banking subsidiary corporation especially for such purpose and merge such subsidiary with and into the territorial bank with the effect that the territorial bank shall become a subsidiary of the bank holding company and the territorial bank shall be deemed to be a continuing bank for purposes of this Article. Any merger provided for in this Section may only be consummated after such merger has been approved by the affirmative vote of the holders of a simple majority of each class of voting stock of the territorial bank as provided in § 106305 of this Article as if such merger was the merger of two

(2)territorial banks. The rights of dissenting shareholders of the territorial bank in any such merger shall be those specified in § 106309 of this Article. Sections 106306 and 106308 of this Article shall also apply to any merger provided for in this Section as if any such merger was the merger of two

(2)territorial banks. The acquisition of a territorial bank by a bank holding company, including an out-of-state bank holding company, or by a company which after such acquisition will be a bank holding company, shall not affect the property, rights and powers of such territorial bank under the laws of Guam.

(b)[No text]

(1)An acquisition by an out-of-state bank holding company of a Guam bank shall not be permitted under this Article unless the Guam bank shall have been in continuous operation as a Guam bank, on the date of such acquisition, for a period of at least five

(5)years.

(2)The Commissioner may waive the restriction in Paragraph

(1)in the case of a Guam bank that

(A)has been determined by a Federal bank supervisory agency to be in default or in danger of default, or

(B)is to be acquired by an out-of-state bank holding company with assistance under Section 13(c) of the Federal Deposit Insurance Act.

(c)There shall be no limit under Guam law on the percentage of the total amount of deposits in insured depository institutions in Guam that may be held or controlled by an out-of-state bank holding company, including all insured depository institutions that are its affiliates, as a result of the acquisition by such company of a Guam bank or a Guam bank holding company.