Schedule 14D-9F - Canadian Securities

Sections 14(d) and 14(e) of the Securities Exchange Act of 1934 (“Exchange Act”) (15 U.S.C. 78n(d) and (e)) govern certain tender offers. Under Exchange Act Rule 14d-1(b) (17 CFR 240.14d-1), the requirements of certain Commission tender offer rules are deemed satisfied in connection with any tender offer (including an exchange offer) for securities of certain Canadian foreign private issuers (where less than 40 percent of the subject class of securities is held by U.S holders) if the tender offer is subject to and complies with certain Canadian law and the disclosures required under Canadian law are filed with the Commission on Schedule 14D-1F (17 CFR 240.14d-102), among other requirements. Under Exchange Act Rule 14e-2(c) (17 CFR 240.14e-2)—in lieu of requirements under certain Commission rules that require companies subject to tender offers to make a recommendation regarding the offer—certain Canadian foreign private issuers that are the subject of a tender offer filed on Schedule 14D-1F shall file on Schedule 14D-9F (17 CFR. 240.14d–103) disclosure required under certain Canadian law. Schedule 14D-9F must also be filed by directors or officers of such companies that are the subject of the tender offer where required by Canadian law. In addition to the Canadian disclosure that is required on Schedule 14D-9F, Schedule 14-9F must include: a legend concerning the nature of the tender offer; exhibits consisting of reports required under Canadian law to be made publicly available and documents incorporated by reference into the Canadian disclosure; and an undertaking to provide requested information to the Commission. Commission rules and related schedules (including Schedule 14D-9F) that require a recommendation regarding a tender offer by the company that is the subject of the tender offer (and by its directors or officers under certain circumstances) provide important information to securityholders in making their investment decision. Schedule 14D-9F is part of the Commission’s multijurisdictional disclosure system, which reduces expense and increases efficiency in connection with filings with the Commission for certain transactions and may encourage Canadian issuers to extend certain transactions to U.S. securityholders, including tender offers. Schedule 14D-9F provides investors in the securities of Canadian foreign private issuers with the filer’s recommended response to a tender offer. This information is important to securityholders in making investment decisions. Disclosure required under Canadian law is a key aspect of the information required on Schedule 14D-9F, which reduces expense and increases efficiency in connection with tender offer filings with the Commission.

The latest form for Schedule 14D-9F - Canadian Securities expires 2029-01-31 and can be found here.