Schedule 13E-4F. SS.2019

SUPPORTING STATEMENT
FOR THE PAPERWORK REDUCTION ACT INFORMATION COLLECTION
SUBMISSION 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.

Purpose and Use of the Information Collection

Schedule 13E-4F is designed to provide investors 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
There are no special circumstances.

8.

Consultations with Persons Outside the Agency

No comments were received during the 60-day comment period prior to OMB’s
review of this submission.
9.

Payment or Gift to Respondents
No payment or gift to respondents.

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10.

Confidentiality

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

No information of a sensitive nature, including social security numbers, will be
required under this collection of information. The information collection collects basic
Personally Identifiable Information (PII) that may include name, home address, telephone
number, zip code, and job title. However, the agency has determined that the information
collection does not constitute a system of record for purposes of the Privacy Act.
Information is not retrieved by a personal identifier. In accordance with Section 208 of
the E-Government Act of 2002, the agency has conducted a Privacy Impact Assessment
(PIA) of the EDGAR system, in connection with this collection of information. The
EDGAR PIA, published on January 29, 2016 is provided as a supplemental document and
is also available at https://www.sec.gov/privacy.
12.

Estimate of Respondents Reporting Burden

We estimate that it takes approximately 2 hours to prepare Schedule 13E-4F and
that the information is filed by approximately 3 respondents for a total annual reporting
burden of 6 hours. We derived our burden hour estimates by estimating the average
number of hours it would take an issuer to compile the necessary information and data,
prepare and review disclosure, file documents and retain records. In connection with rule
amendments to the form, we occasionally receive PRA estimates from public commenters
about incremental burdens that are used in our burden estimates. We believe that the
actual burdens will likely vary among individual companies based on the size and
complexity of their organization and the nature of their operations. For administrative
convenience, the presentation of the totals related to the paperwork burden hours have
been rounded to the nearest whole number. The estimated burden hours are made solely
for the purpose of the Paperwork Reduction Act.
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.

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14.

Costs to Federal Government

The annual cost of reviewing and processing disclosure documents, including
registration statements, post-effective amendments, proxy statements, annual reports and
other filings of operating companies amounted to $102 million in fiscal year 2018, based
on the Commission’s computation of the value of staff time devoted to this activity and
related overhead.
15.

Reason for Change in Burden
There is no change burden.

16.

Information Collection Planned for Statistical Purposes
The information collection does not employ statistical methods.

17.

Approval to Omit OMB Expiration Date

We request authorization to omit the expiration date on the electronic version of
the form. Including the expiration date on the electronic version of the form will result in
increased costs, because the need to make changes to the form may not follow the
application’s scheduled version release dates. The OMB control number will be
displayed.
18.

Exceptions to Certification for Paperwork Reduction Act Submissions

There are no exceptions to certification for Paperwork Reduction Act
submissions.

B.

STATISTICAL METHODS
The information collection does not employ statistical methods.