(1) Copies of all advertisements, circulars, letters or other materials published by the bidder, the subject company or any person who makes a solicitation or recommendation to any offeree in connection with the tender offer (except a person who the term “bidder” does not include in accordance with Section 75-72-103(e)), soliciting or requesting the acceptance or rejection of the tender offer, with the exception of the initial press release by the bidder to the wire services announcing the intention to make a tender offer as contemplated in Section 75-72-105 shall be filed with the secretary of state and hand delivered to the subject company and the bidder no later than the day (or if such day is not a business day, then on the next succeeding business day) on which copies of the materials are first published or sent or given to any offeree. The person filing materials under this section shall, unless said person shall theretofore have filed a disclosure statement under this or any other section of Sections 75-72-101 through 75-72-121, file with said materials a disclosure statement, and consent by said person to service of process and the filing fee specified in Section 75-72-117. Unless the person filing a disclosure statement under this section shall theretofore have filed a disclosure statement under Section 75-72-105, the form of the disclosure statement filed under this section shall be schedule 14D-9, as said schedule is described in the United States Securities Exchange Act of 1934, and shall contain all exhibits thereto. If there is any material change in any of the information set forth in any disclosure statement or exhibit filed under this section, the person who filed said disclosure statement shall promptly file an amendment of the disclosure statement or exhibit with the secretary of state and, not later than the date of said filing of that amendment, hand deliver a copy of the amendment to the subject company and the bidder.

(2) The materials described in subsection (1) of this section shall not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.