230.802 Exemption for offerings in connection with an exchange offer or business combination for the securities of foreign private issuers. 230.802 provide exemptions only for the issuer of the securities and not for any affiliate of that issuer or for any other person for resales of the issuer's securities. These sections provide exemptions only for the transaction in which the issuer or other person offers or sells the securities, not for the securities themselves. Business combination means a statutory amalgamation, merger, arrangement or other reorganization requiring the vote of security holders of one or more of the participating companies. It also includes a statutory short form merger that does not require a vote of security holders.
Exchange offer means a tender offer in which securities are issued as consideration.
Foreign subject company means any foreign private issuer whose securities are the subject of the exchange offer or business combination. If an existing security holder holds depositary receipts, the proportion must be calculated as if the underlying securities were held directly. U.S. holder means any security holder resident in the United States. Exclude from the calculations other types of securities that are convertible or exchangeable into the securities that are the subject of the exchange offer, business combination or rights offering, such as warrants, options and convertible securities. United States means the United States of America, its territories and possessions, any State of the United States, and the District of Columbia.