Section 165. Rule 166 — Exemption from Section 5(c) for Certain Communications in Connection With Business Combination Transactions
us SEC - C&DI - Securities Act Rules
Question 165.01
Question: May an issuer contemplating a registered exchange offer subject to Exchange Act Rule 13e-4 rely on Rules 165 and 166 to communicate with its security holders before and after the first public announcement of the offering?
Answer: Yes, so long as the issuer satisfies the conditions set forth in Rules 165 and 166. In particular, the primary purpose or effect of the communication must be to convey information concerning a business combination transaction, as defined in Rule 165(f), and not to condition the market for a capital raising or resale transaction. Rules 165 and 166 are intended to apply to communications relating to exchange offers made in accordance with the applicable tender offer rules, including offers subject to Exchange Act Rule 13e-4. [June 4, 2010]
Select a section below and enter your search term, or to search all click
C&DIs
✕
Welcome to Viewpoint, the new platform that replaces Inform. Once you have viewed this piece of content, to ensure you can access the content most relevant to you, please confirm your territory.
Viewpoint allows you to save up to 25 favorites.
Consider removing one of your current favorites in order to to add a new one.
Are you still working? Click here to extend your session to continue reading our licensed content, if not, you will be automatically logged off.
You are already signed in on another browser or device.
Click Continue if you want to automatically close other logged in sessions and continue. If you want to manually check for other active logged in sessions first, please select Cancel to go back to the previous page.