General Rules and Regulations
Securities Act of 1933
Rule 166 -- Exemption from Section 5(c) for Certain Communications in Connection with Business Combination Transactions
This section is available only to communications relating to business combinations.
The exemption does not apply to communications that may be in technical compliance
with this section, but have the primary purpose or effect of conditioning the
market for another transaction, such as a capital-raising or resale transaction.
Communications. In a registered offering involving
a business combination transaction, any communication made in connection with
or relating to the transaction before the first public announcement of the
offering will not constitute an offer to sell or a solicitation of an offer
to buy the securities offered for purposes of section
5(c) of the Act, so long as the participants take all reasonable steps
within their control to prevent further distribution or publication of the
communication until either the first public announcement is made or the registration
statement related to the transaction is filed.
Definitions. The terms business combination transaction,
participant and public announcement have the same meaning as set forth in
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