(2)Equal treatment. The offeror must permit U.S. holders to
participate in the exchange offer or business combination on terms at least as favorable as
those offered any other holder of the subject securities. The offeror,
however, need not extend the offer to security holders in those states or
jurisdictions that require registration or qualification, except that the
offeror must offer the same cash alternative to security holders in any such
state that it has offered to security holders
in any other state or jurisdiction.
(3)Informational documents. (i) If the offeror publishes or
otherwise disseminates an informational document to the holders of the
subject securities in connection with the exchange offer or business combination, the offeror must furnish that
informational document, including any amendments thereto, in English, to the
Commission on Form CB (§ 239.800 of this chapter) by the first
business day after publication or dissemination. If the offeror is a foreign
company, it must also file a Form F-X (§ 239.42 of
this chapter) with the Commission at the same time as the submission of the Form
CB to appoint an agent for service of process in the United States.
(ii) The offeror must disseminate any informational document to U.S. holders,
including any amendments thereto, in English, on a comparable basis to that
provided to security holders in the foreign subject company's home jurisdiction.
(iii) If the offeror disseminates by publication in its home jurisdiction, the offeror must publish the
information in the United States in a manner reasonably calculated to inform
U.S. holders of the offer.
(b)Legends. The following legend or an equivalent statement in
clear, plain language, to the extent applicable, must be included on the
cover page or other prominent portion of any informational document the
offeror publishes or disseminates to U.S. holders:
This exchange offer or business combination is made for the
securities of a foreign company. The offer is subject to disclosure
requirements of a foreign country that are different from
those of the United States. Financial statements included in the
document, if any, have been prepared in accordance with foreign accounting
standards that may not be comparable to the financial statements of
United States companies.
It may be difficult for you to enforce your rights and any claim you may have
arising under the federal securities laws, since the issuer is located in a foreign country, and some or all
of its officers and directors may be residents of a foreign country. You may
not be able to sue a foreign company or its officers or directors in a
foreign court for violations of the U.S. securities laws. It may be
difficult to compel a foreign company and its affiliates to subject
themselves to a U.S. court's judgment.
You should be aware that the issuer may purchase securities otherwise than under the
exchange offer, such as in open market or
privately negotiated purchases.