Amendments to Rule 802 and Application of U.S. Securities Laws to Japanese Mergers, Share Exchanges and Similar Business Combination Transactions
Client Memorandum

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The U.S. Securities and Exchange Commission (the “SEC”) recently approved amendments (the “Amendments”) to the Rule 802 exemption under the U.S. Securities Act of 1933, as amended (the “Securities Act”), for certain crossborder rights offerings, exchange offers and business combinations. The Amendments are generally effective for transactions commencing after December 8, 2008 – and apply to transactions publicly announced prior to (but commencing after) that date.

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