[Code of Federal Regulations]
[Title 17, Volume 2]
[Revised as of April 1, 2001]
From the U.S. Government Printing Office via GPO Access
[CITE: 17CFR230.166]

[Page 492-493]
 
              TITLE 17--COMMODITY AND SECURITIES EXCHANGES
 
             CHAPTER II--SECURITIES AND EXCHANGE COMMISSION
 
 PART 229--STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975--REGULATION S-K--Table of Contents
 
       Subpart 229.1000--Mergers and Acquisitions (Regulation M-A)
 
Sec. 230.166  Exemption from section 5(c) for certain communications in connection with business combination transactions.

    Preliminary Note: 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.


[[Page 493]]


    (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.
    (b) Definitions. The terms business combination transaction, 
participant and public announcement have the same meaning as set forth 
in Sec. 230.165(f).

[64 FR 61450, Nov. 10, 1999]