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The elements of a Rule 10b-5 claim alleging misstatements or omissions are (1) a material misrepresentation or omission by the defendant; (2) scienter; (3) a connection between the misrepresentation or omission and the purchase or sale of a security; (4) reliance upon the misrepresentation or omission; (5) economic loss; and (6) loss causation.

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Contributed in 2008 by David Gold
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The exchange of shares in a merger satisfies the purchase or sale requirement of a Rule 10b-5 claim.
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A defendant can not be held liable in a under Rule 10b-5 unless the plaintiff relied on the defendant's misstatement or omission.
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When the United States brings an enforcement action under Rule 10b-5 it need not show reliance, loss, or loss causation.