Form SEC-2286 Schedule 14D-9F

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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Schedule 14D-9F
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934 AND RULES 14d-1(b) AND 14e-2(c) THEREUNDER
(Amendment No. ___)
___________________________________________________________________________________________________________________________
(Name of Subject Company [Issuer])
___________________________________________________________________________________________________________________________
(Translation of Subject Company’s [Issuer’s] Name into English (if applicable))
___________________________________________________________________________________________________________________________
(Jurisdiction of Subject Company’s [Issuer’s] Incorporation or Organization)
___________________________________________________________________________________________________________________________
(Name(s) of Person(s) Filing Statement)
___________________________________________________________________________________________________________________________
(Title of Class of Securities)
___________________________________________________________________________________________________________________________
(CUSIP Number of Class of Securities (if applicable))
___________________________________________________________________________________________________________________________
(Name, address (including zip code) and telephone number (including area code) of person(s)
authorized to receive notices and communications on behalf of the person(s) filing statement)
GENERAL INSTRUCTIONS
I.

Eligibility Requirements for Use of Schedule 14D-9F
A.

Schedule 14D-9F is used by any issuer incorporated or organized under the laws of Canada or any Canadian province
or territory that is a foreign private issuer (the “subject company”), or by any director or officer of such issuer, where
the issuer is the subject of a cash tender or exchange offer for a class of its securities filed on Schedule 14D-1F.
For purposes of this Schedule, “foreign private issuer” shall be construed in accordance with Rule 405 under the
Securities Act.

B.

II.

Any person(s) using this Schedule must comply with the requirements of any Canadian federal, provincial and/or
territorial law, regulation or policy relating to a recommendation by the subject issuer’s board of directors, or any director
or officer thereof, with respect to the offer.

Filing Instructions
A.

(1)

The subject issuer must file this Schedule and any amendment to the Schedule (see Part I, Item 1.(b)), including
all exhibits and other documents filed as part of the Schedule or amendment, in electronic format via the
Commission’s Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system in accordance with the
EDGAR rules set forth in Regulation S-T (17 CFR Part 232). For assistance with technical questions about
EDGAR or to request an access code, call the EDGAR Filer Support Office at (202) 942-8900. For assistance with
the EDGAR rules, call the Office of EDGAR and Information Analysis at (202) 942-2940.

SEC 2286 (05-04)

Persons who are to respond to the collection of information
contained in this form are not required to respond unless the
form displays a currently valid OMB control number.

(2)

If filing the Schedule in paper under a hardship exemption in 17 CFR 232.201 or 232.202 of Regulation S-T, or as
otherwise permitted, the subject issuer must file with the Commission at its principal office five copies of the
complete Schedule and any amendment, including exhibits and all other documents filed as a part of the Schedule
or amendment. The subject issuer must bind, staple or otherwise compile each copy in one or more parts without
stiff covers. The subject issuer must further bind the Schedule or amendment on the side or stitching margin in a
manner that leaves the reading matter legible. The subject issuer must provide three additional copies of the
Schedule or amendment without exhibits to the Commission.

B.

An electronic filer must provide the signatures required for the Schedule or amendment in accordance with 17 CFR
232.302 of Regulation S-T. A subject issuer filing in paper must have the original and at least one copy of the Schedule
and any amendment signed in accordance with Exchange Act Rule 12b-11(d) (17 CFR 12b-11(d)) by the persons whose
signatures are required for this Schedule or amendment. The subject issuer must also conform the unsigned copies.

C.

The subject issuer must file the Schedule or amendment in electronic format in the English language in accordance with
17 CFR 232.306 of Regulation S-T. The subject issuer may file part of the Schedule or amendment, or exhibit or other
attachment to the Schedule or amendment, in both French and English if the bidder included the French text to comply
with the requirements of the Canadian securities administrator or other Canadian authority and, for an electronic filing,
if the filing is an HTML document, as defined in 17 CFR 232.11 of Regulation S-T. For both an electronic filing and a
paper filing, the subject issuer may provide an English translation or English summary of a foreign language document
as an exhibit or other attachment to the Schedule or amendment as permitted by the rules of the applicable Canadian
securities administrator.

D.

A paper filer must number sequentially the signed original of the Schedule or amendment (in addition to any internal
numbering that otherwise may be present) by handwritten, typed, printed or other legible form of notation from the first
page through the last page of the Schedule or amendment, including any exhibits or attachments. A paper filer must
disclose the total number of pages on the first page of the sequentially numbered Schedule or amendment.

III. Compliance with the Exchange Act
A.

Pursuant to Rule 14e-2(c) under the Securities Exchange Act of 1934 (the “Exchange Act”), this Schedule shall be filed
by an issuer, a class of the securities of which is the subject of a cash tender or exchange offer filed on Schedule 14D1F, and may be filed by any director or officer of such issuer.

B.

Any recommendation with respect to a cash tender or exchange offer for a class of securities of the subject company made
pursuant to this Schedule is not exempt from the antifraud provisions of Section 10(b) of the Exchange Act and Rule 10b5 thereunder and Section 14(e) of the Exchange Act and Rule 14e-3 thereunder, and this Schedule shall be deemed “filed”
with the Commission for purposes of Section 18 of the Exchange Act.

PART I — INFORMATION REQUIRED TO BE SENT TO SHAREHOLDERS
Item 1.

Home Jurisdiction Documents

(a)

This Schedule shall be accompanied by the entire disclosure document or documents required to be delivered to holders
of securities to be acquired in the proposed transaction pursuant to the laws, regulations or policies of Canada and/or any
of its provinces or territories governing the conduct of the offer. It shall not include any documents incorporated by
reference into such disclosure document(s) and not distributed to offerees pursuant to any such law, regulation or policy.

(b)

Any amendment made to a home jurisdiction document or documents shall be filed with the Commission under cover of
this Schedule, which must indicate on the cover page the number of the amendment.

Item 2.

Informational Legends

The following legends, to the extent applicable, shall appear on the outside front cover page of the home jurisdiction
document(s) in bold-face roman type at least as high as ten-point modern type and at least two points leaded:
“This tender offer is made for the securities of a foreign issuer and while the offer is subject to disclosure requirements
of the country in which the subject issuer is incorporated or organized, investors should be aware that these requirements are
different from those of the United States. Financial statements included herein, if any, have been prepared in accordance with
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foreign generally accepted accounting principles and thus may not be comparable to financial statements of United States
companies.”
“The enforcement by investors of civil liabilities under the federal securities laws may be affected adversely by the fact
that the issuer is located in a foreign country, and that some or all of its officers and directors are residents of a foreign country.”
Note to Item 2. If the home jurisdiction document(s) are delivered through an electronic medium, the issuer may satisfy the
legibility requirements for the required legends relating to type size and font by presenting the legend in any manner reasonably
calculated to draw security holder attention to it.
PART II — INFORMATION NOT REQUIRED TO BE SENT TO SHAREHOLDERS
The exhibits specified below shall be filed as part of the Schedule, but are not required to be sent to shareholders unless so
required pursuant to the laws, or regulations or policies of Canada and/or any of its provinces or territories. Exhibits shall be
appropriately lettered or numbered for convenient reference.
(1)

File any reports or information that, in accordance with the requirements of the home jurisdiction(s), must be made
publicly available by the person(s) filing this Schedule in connection with the transaction, but need not be
disseminated to shareholders.

(2)

File copies of any documents incorporated by reference into the home jurisdiction document(s).

(3)

If any name is signed to the Schedule pursuant to power of attorney, manually signed copies of any such power of
attorney shall be filed. If the name of any officer signing on behalf of the issuer is signed pursuant to a power of
attorney, certified copies of a resolution of the issuer’s board of directors authorizing such signature also shall be
filed.

PART III — UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
1.

Undertaking
The Schedule shall set forth the following undertaking of the person filing it:
The person(s) filing this Schedule undertakes to make available, in person or by telephone, representatives to respond
to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff,
information relating to this Schedule or to transactions in said securities.

2.

Consent to Service of Process
(a)

At the time of filing this Schedule, the person(s) (if a non-U.S. person) so filing shall file with the Commission a
written irrevocable consent and power of attorney on Form F-X.

(b)

Any change to the name or address of a registrant’s agent for service shall be communicated promptly to the
Commission by amendment to Form F-X referencing the file number of the registrant.

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PART IV — SIGNATURES
A.

The Schedule shall be signed by each person on whose behalf the Schedule is filed or its authorized representative. If
the Schedule is signed on behalf of a person by his authorized representative (other than an executive officer or general
partner of the subject company), evidence of the representative’s authority shall be filed with the Schedule.

B.

The name and any title of each person who signs the Schedule shall be typed or printed beneath his signature.

C.

By signing this Schedule, the persons signing consent without power of revocation that any administrative subpoena may
be served, or any administrative proceeding, civil suit or civil action where the cause of action arises out of or relates
to or concerns any offering made or purported to be made in connection with filing on this Schedule 14D-9F or any
purchases or sales of any security in connection therewith, may be commenced against them in any administrative tribunal
or in any appropriate court in any place subject to the jurisdiction of any state or of the United States by service of said
subpoena or process upon the registrant’s designated agent.
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is
true, complete and correct.

(Signature)____________________________________________________________________________________________________________
(Name and Title)
(Date)

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