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SEC Form S-4 is filed by a publicly traded company with the Securities and Exchange Commission (SEC). It is required to register any material information related to a merger or acquisition. In addition, the form is also filed by companies undergoing an exchange offer, where securities are offered in place of cash.
33-7760 (the ?Release?), the revised rules are intended to permit significantly increased communications with security holders and the markets. In general, the new rules relax restrictions on oral and written communications with security holders by permitting more information to be furnished sooner in the process.
Rule 425 discusses the prospectus for those involved with securities for business combinations (i.e., mergers and consolidations). Prospectuses must contain vital and relevant information that could impact investors' decisions. Form 425 is the prospectus that issuers must file with the SEC before trading securities.
A proxy is an SEC filing (called the 14A) that is required when a public company does something that its shareholders have to vote on, such as getting acquired. For a vote on a proposed merger, the proxy is called a merger proxy (or a merger prospectus if the proceeds include acquirer stock) and is filed as a DEFM14A.
Proxy Statement/Prospectus means the definitive proxy statement/prospectus (including any amendment or supplement thereto) included in the Registration Statement relating to the matters to be submitted to Company stockholders for approval at the Company Stockholder Meeting, which will also be used as a prospectus of ...