Q: Under German law, a bidder commencing by publication must publish a detailed advertisement that includes an extensive discussion of all terms in a merger agreement. Rule 802(a)(3)(iii) states that if an issuer disseminates by publication in its home jurisdiction, the issuer must publish the information in the United States in a manner reasonably calculated to inform U.S. holders of the offer. Would publication of a summary advertisement in the national edition of the Wall Street Journal that provides a toll-free number for security holders to call to get a complete copy of the offering materials translated into English satisfy this requirement?
A: Yes. While foreign law may require a very detailed advertisement of a bidder's offer, a less-detailed advertisement in a publication of national circulation in the United States that includes a toll-free number for investors to call to obtain a copy of the complete disclosure document will satisfy the requirement in Rule 802(a)(3)(iii). [Superseded]
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