Sch 14D-9F.SS.2013

SUPPORTING STATEMENT FOR SCHEDULE 14D-9F

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.
Sections 14(d) and 14(e) of the Exchange Act provide for the regulation of tender
offers. Schedule 14D-1 requires that the bidder in a tender offer provide information
about the company that is the subject of the tender offer, the source and amount of funds,
and purposes, plans, or proposals, among other items. A summary of the information
contained in the Schedule 14D-1 must be adequately disseminated to security holders.
Schedule 14D-9F is used by any foreign private issuer incorporated or organized
under the laws of Canada or any Canadian province or territory, 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. The disclosure items of Schedule
14D-9F, which incorporates the disclosure documents filed with one or more Canadian
securities commissions, reflect the Commission’s experience and best judgment as to the
pertinent information that should be required to be disclosed to shareholders.
Schedule 14D-9F, along with the other forms and schedules under the
multijurisdictional disclosure system, are designed to facilitate cross-border transactions
in securities of Canadian issuers.
2.

Purpose and Use of the Information

Schedule 14D-9F is designed to provide investors in the securities of a Canadian
foreign private issuer with information concerning the issuer’s recommended response to
a tender offer and related matters. This information is not otherwise readily available in
the United States.
3.

Consideration Given to Information Technology

Schedule 14D-9F is filed electronically using the Commission’s Electronic Data
Gathering, Analysis and Retrieval (EDGAR) system.

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4.

Duplication of Information

We are not aware of any rules that duplicate, overlap, or conflict with Schedule
14D-9F.
5.

Reducing the Burden on Small Entities

Specified Canadian issuers, including small Canadian issuers, make all filings on
Schedule 14D-9F. These issuers should have the resources available to prepare the
necessary information for the Commission.
6.

Consequences of Not Conducting Collection

Persons conducting tender offers for the securities of Canadian issuers would find
it more difficult and expensive to comply with the Commission’s rules and regulations in
the absence of the Schedule, which permits such persons to provide U.S. investors with
the information required in Canada.
7.

Special Circumstances
No applicable.

8.

Consultations with Persons Outside the Agency

Schedule 14D-9F 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

Schedule 14D-9F is a public document. However, confidential treatment is
available in limited circumstances.
11.

Sensitive Questions
Not applicable.

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12.

Estimate of Respondent Reporting Burden

We estimate that Schedule 14D-9F takes approximately 2 hours to prepare and is
filed by an estimated 6 respondents annually for a total reporting burden of 12 hours. The
estimated burden hours are made solely for the purposes of the Paperwork Reduction Act.
They are not derived from a comprehensive or even a representative survey or study of
the costs of Commission rules and forms.
13.

Estimate of Total Annualized Cost Burden
There is no separate cost burden associated with this Information Collection.

14.

Costs to Federal Government

Regarding the cost to the Federal Government, we estimate that the Commission
costs associated with the multijurisdictional registration system are approximately
$10,000.
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.
18.

Exceptions to Certification for Paperwork Reduction Act Submissions
Not applicable.

B.

STATISTICAL METHODS
Not applicable.