17 CFR 230.166 - 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.
(a)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 ( 15 U.S.C. 77e(c)), 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.
- 17 CFR 240.14d-2 — Commencement of a Tender Offer.
- 17 CFR 230.163A — Exemption From Section 5(c) of the Act for Certain Communications Made by or on Behalf of Issuers More Than 30 Days Before a Registration Statement Is Filed.
- 17 CFR 230.163 — Exemption From Section 5(c) of the Act for Certain Communications by or on Behalf of Well-Known Seasoned Issuers.
- 17 CFR 240.13e-4 — Tender Offers by Issuers.
- 17 CFR 240.14d-9 — Recommendation or Solicitation by the Subject Company and Others.