Schedule 14D-9F.SS.2022

SUPPORTING STATEMENT
FOR THE PAPERWORK REDUCTION ACT INFORMATION COLLECTION
SUBMISSION 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
There are no special circumstances for this information collection.

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 has been provided to respondents.

10.

Confidentiality

Schedule 14D-9F is a public document. 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 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

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with this collection of information. The EDGAR PIA, published on February 5, 2020, is
provided as a supplemental document and is also available at
https://www.sec.gov/privacy.
12.

Estimate of Respondent Reporting Burden
Estimated Reporting Burden
Information
Collection Title

OMB Control
Number

Number of
Responses

Burden
Hours

Schedule 4D-9F

3235-0382

2

4

For purposes of the Paperwork Reduction Act (“PRA”), we estimate Schedule
14D-9F takes approximately 2 hours per response to comply with the collection of
information requirements and is filed by approximately 4 respondents. 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. We further estimate that 100% of the collection of
information burden is carried by the foreign private issuer internally. Based on our
estimates, we calculated the total reporting burden to be 8 hours (2 hours per response x 4
responses). For administrative convenience, the presentation of the total related to the
paperwork burden hours has been rounded to the nearest whole number. The estimated
burden hours is made solely for the purpose of the Paperwork Reduction Act.
13.

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

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 approximately $125,800,170 in fiscal
year 2021, based on the Commission’s computation of the value of staff time devoted to
this activity and related overhead.

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15.

Reason for Change in Burden
Change in Burden
Current Burden

Change in Burden

Number of
Responses

Burden
Hours

Number of
Responses

Burden
Hours

6

12

2

4

Adjustment
Number of
Responses
Decrease
4

Burden Hours
Decrease
8

The decrease of 8 reporting burden hours is due to an adjustment in number of
foreign private issuers filing Schedule 14D-9F with the Commission.
16.

Information Collection Planned for Statistical Purposes
The information collection is not planned for statistical purposes.

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 the Paperwork Reduction Act
submissions.

B.

STATISTICAL METHODS
The information collection does not employ statistical methods.