General Rules and Regulations
Securities Act of 1933
Rule 425 -- Filing of Certain Prospectuses and Communications under Rule 135 in Connection with Business Combination Transactions
All written communications made in reliance on
Rule 165 are prospectuses that must be filed with
the Commission under this section on the date of first use.
All written communications that contain no more
information than that specified in Rule 135 must
be filed with the Commission on or before the date of first use except as
provided in paragraph (d)(1) of this section. A communication limited to the
information specified in Rule 135 will not be deemed an offer in accordance
with Rule 135 even though it is filed under this section.
Each prospectus or Rule 135 communication filed
under this section must identify the filer, the company that is the subject
of the offering and the Commission file number for the related registration
statement or, if that file number is unknown, the subject company's Exchange
Act or Investment Company Act file number, in the upper right corner of the
Notwithstanding paragraph (a) of this section,
the following need not be filed under this section:
Any written communication that is limited
to the information specified in Rule 135 and does not contain new or different
information from that which was previously publicly disclosed and filed
under this section.
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