Schedule 13E-4F. SS.2013(2)

SUPPORTING STATEMENT FOR SCHEDULE 13E-4F

A.

JUSTIFICATION
1.

Circumstances Making the Collection of Information Necessary

The disclosure requirements for persons engaging in corporate control
transactions are designed to make material information concerning the nature of, and the
participants to, the transaction known so that security holders have the opportunity to
make informed investment decisions. Disclosure of this information is required primarily
by the rules adopted under the William’s Act amendments to the Securities Exchange Act
of 1934 (“Exchange Act”) and the proxy rules promulgated under Section 14(a) of the
Exchange Act.
Section 13(e) was added to the Exchange Act in 1968 as a part of the William’s
Act amendments. Section 13(e) makes it unlawful for an issuer which has a class of
equity securities registered pursuant to Section 12 of the Exchange Act or which is a
closed-end investment company registered under the Investment Company Act of 1940,
to purchase any equity security issued by it if such purchase is in contravention of any
rule or regulation which the Commission, in the public interest or for the protection of
investors, may adopt to: (a) define acts or practices which are fraudulent, deceptive or
manipulative; and (b) to prescribe means reasonably designed to prevent such acts and
practices. In order to facilitate compliance with Section 13(e), the Commission adopted
Rule 13e-4 which governs tender offers by issuers of the securities subject to the offer.
The rule provides that no issuer subject to Section 13(e) shall purchase any of its equity
securities unless a statement with respect to the proposed purchase has been filed by the
issuer with the Commission and the substance of the information therein has been sent or
given to its security holders. This rule is needed by the Commission to fulfill its statutory
responsibility to prescribe rules and regulations necessary for the protection of investors.
Schedule 13E-4F may be used by a foreign private issuer that is incorporated or
organized under the laws of Canada to make a cash tender or exchange offer for the
foreign private issuer’s own securities if less than 40 percent of the securities subject to
the tender or exchange offer is held by U.S. holders. The disclosure items of Schedule
13E-4F, which incorporate the disclosure documents filed with one or more Canadian
securities commissions, reflect the Commission’s experience and best judgment as to the
information regarding an issuer and its tender offers that should be required to be
disclosed to its shareholders.
Schedule 13E-4F, along with the other forms and schedules under the multijurisdictional disclosure system, is designed to facilitate cross-border transactions in
securities of Canadian issuers.

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2.

Purposes and Use of the Information Collection

Schedule 13E-4F is designed to provide investors in the securities in the securities
of a Canadian foreign private issuer with information concerning a tender offer by the
Canadian issuer for its securities, the registered securities and the Canadian issuer. This
information is not otherwise readily available in the United States.
3.

Consideration Given to Information Technology

Schedule 13E-4F is filed electronically using the Commission’s Electronic Data
Gathering, Analysis and Retrieval (EDGAR) system.
4.

Duplication of Information

We are not aware of any rules that duplicate, overlap or conflict with Schedule
13E-4F.
5.

Reducing the Burden on Small Entities

All filings on Schedule 13E-4F are by specified Canadian issuers, including small
Canadian issuers. These issuers should have the resources available to prepare the
necessary information for the Commission.
6.

Consequences of Not Conducting Collection

Issuers considering conducting tender offers for their own securities would find it
more difficult and expensive to comply with the Commission’s rules and regulations in
the absence of a schedule permitting such issuers to provide U.S. investors with the
information required in Canada.
7.

Special Circumstances
Not applicable.

8.

Consultations with Persons Outside the Agency

Schedule 13E-4F was proposed for public comment. No comments were received
during the 60-day comment period prior to OMB’s review of this submission.
9.

Payment or Gift to Respondents
Not applicable.

10.

Confidentiality

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Schedule 13E-4F is a public document. The information disclosed pursuant to the
forms, schedules and regulations is designed specifically to be used by the public to
evaluate transactions and to make investment decisions. However, confidential treatment
is available in limited circumstances.
11.

Sensitive Questions
Not applicable.

12.

Estimate of Respondent Reporting Burden

We estimate that it takes approximately 2 hours to prepare Schedule 13E-4F and
that the information is filed by 3 respondents for a total of 6 burden hours. The burden of
2 hours was estimated based upon the amount of time necessary to compile the
information contained in the Schedule using the existing Canadian prospectus plus any
additional information required by the Commission. The estimate of burden hours is
made solely for the purpose of the Paperwork Reduction Act. It is not derived from a
comprehensive or even a representative survey or study of the cost of Commission rules
and forms.
13.

Estimate of Total Annualized Cost Burden

We estimate the filer prepares 100% of the reporting burden and there is no
additional cost associated with the information collection.
14.

Costs to Federal Government

Regarding the costs to the federal government, the Commission’s costs associated
with the multi-jurisdictional disclosure system are approximately $10,000. This figure is
based upon the computation of staff time devoted to this activity and the related overhead
cost, valued at 35 percent of staff time.
15.

Reason for Change in Burden
Not applicable.

16.

Information Collection Planned for Statistical Purposes
Not applicable.

17.

Approval to Omit OMB Expiration Date

We request authorization to omit the expiration date on the electronic version of
this form for design and scheduling reasons. The OMB control number will be displayed.

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18.

Exceptions to Certification for Paperwork Reduction Act Submissions
Not applicable.

B.

STATISTICAL METHODS
Not applicable.