Schedule 14D-9F Supporting Statement.Final

SUPPORTING STATEMENT FOR THE PAPERWORK REDUCTION ACT
INFORMATION COLLECTION SUBMISSION FOR SCHEDULE 14D-9F
A.

JUSTIFICATION
1.

Circumstances Making the Collection of Information Necessary

Sections 14(d) and 14(e) of the Securities Exchange Act of 1934 (“Exchange
Act”) govern certain tender offers. Under Exchange Act Rule 14d-1(b) (17 CFR 240.14d1(b)), the requirements of certain Commission tender offer rules are deemed satisfied in
connection with any tender offer (including an exchange offer) for securities of certain
Canadian foreign private issuers (where less than 40 percent of the subject class of
securities is held by U.S holders) if the tender offer is subject to and complies with
Canadian law and the disclosures required under Canadian law are filed with the
Commission on Schedule 14D-1F (17 CFR 240.14d-102), among other requirements.
Under Exchange Act Rule 14e-2(c) (17 CFR 240.14e-2(c))—in lieu of requirements
under certain Commission rules that require companies subject to tender offers to make a
recommendation regarding the offer—certain Canadian foreign private issuers that are
the subject of a tender offer filed on Schedule 14D-1F shall file on Schedule 14D-9F (17
CFR. 240.14d–103) disclosure required under Canadian law. Schedule 14D-9F must also
be filed by directors or officers of such companies that are the subject of the tender offer
where required by Canadian law.
In addition to the Canadian disclosure that is required on Schedule 14D-9F,
Schedule 14-9F must include: a legend concerning the nature of the tender offer; exhibits
consisting of reports required under Canadian law to be made publicly available and
documents incorporated by reference into the Canadian disclosure; and an undertaking to
provide requested information to the Commission.
Commission rules and related schedules (including Schedule 14D-9F) that require
a recommendation regarding a tender offer by the company that is the subject of the
tender offer (and by its directors or officers under certain circumstances) provide
important information to securityholders in making their investment decision. Schedule
14D-9F is part of the Commission’s multijurisdictional disclosure system, which reduces
expense and increases efficiency in connection with filings with the Commission for
certain transactions and may encourage Canadian issuers to extend certain transactions to
U.S. securityholders, including tender offers.
2.

Purpose and Use of the Information

Schedule 14D-9F provides investors in the securities of Canadian foreign private
issuers with the filer’s recommended response to a tender offer. This information is
important to securityholders in making investment decisions. Disclosure required under
Canadian law is a key aspect of the information required on Schedule 14D-9F, which
reduces expense and increases efficiency in connection with tender offer filings with the
Commission.

3.

Consideration Given to Information Technology

Schedule 14D-9F is filed electronically using the Commission’s Electronic Data
Gathering, Analysis, and Retrieval (EDGAR) system.
4.

Duplication of Information

The information required by Schedule 14D-9F is not duplicative of other
disclosure required by Commission rules.
5.

Reducing the Burden on Small Entities

Schedule 14D-9F disclosure provides important information to investors, while
reducing expense and increasing efficiency for all companies subject to applicable tender
offers, including small entities.
6.

Consequences of Not Conducting Collection

If the information were not collected or were collected less frequently, then
investors could lack information important to making an investment decision with respect
to tender offers or could find it more difficult and expensive to obtain such information.
7.

Special Circumstances

There are no special circumstances related to the manner of information collection
in connection with Schedule 14D-9F.
8.

Consultations with Persons Outside the Agency

No comments were received during the 60-day comment period prior to review of
this submission by the Office of Management and Budget (“OMB”).
9.

Payment or Gift to Respondents
No payment or gift has been provided to any respondents.

10.

Confidentiality
Filings on Schedule 14D-9F are public documents.

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,
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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 March 6, 2025, is
provided as a supplemental document and is also available at
https://www.sec.gov/privacy.
12.

Estimate of Respondent Reporting Burden

Information
Collection
Title
Schedule
14D-9F

Estimated Reporting Burden
OMB
Annual Number
Burden
Control
of Responses
Hours Per
Number
Response
3235-0382

1

2

Annual Total
Burden Hours
2

We estimate the hours burden for Schedule 14D-9F is approximately two hours
per response. We estimate that Schedule 14D-9F is filed by one respondent annually. Our
estimate of the number of filings annually is based on the average number of annual
filings on Schedule 14D-9F for the years 2022 through 2024 and, where that average
would be less than one, we have used an estimate of one filing. We derived our burden
hour estimates by estimating the average number of hours it would take a filer to compile
the necessary information and data, prepare and review disclosure, file documents, and
retain records. We further estimate that 100% of the collection of information burden is
carried by the filer internally. Based on our estimates, we calculated the total annual
reporting burden to be two hours (2 hours per response x 1 response). Where applicable,
we rounded the total paperwork burden hours to the nearest whole number. Our estimate
of the burden hours is made solely for the purpose of the Paperwork Reduction Act
(“PRA”). We believe that the actual burden will likely vary among filers, including based
on the size and complexity of their organization and the nature of their operations. In
connection with proposed amendments to the schedule, we occasionally receive PRA
estimates from public commenters about incremental burdens that are used in our burden
estimates.
13.

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

14.

Costs to Federal Government

The SEC is in the process of revising its methodologies to estimate annualized
costs to the Federal government for all its relevant collections of information. The SEC
anticipates that future extensions of this collection of information will reflect the revised
methodologies.
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15.

Reason for Change in Burden

Changes in Annual Number of Responses, Annual Total Burden Hours,
and Annual Total Cost Burden
Information
Collection
Title

OMB
Control
Number

Change in
Annual Number
of Responses

Change in
Annual Total
Burden Hours

Change in
Annual Total
Cost Burden

Schedule
14D-9F

3235-0382

(1)

(2)

n/a

We have decreased by one our estimate of the annual number of responses (from
two responses to one response) based on Schedule 14D-9F filing data from 2022 through
2024. As a result, our estimate of annual total burden hours has decreased by two (from
four hours to two hours).
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 schedule. Including the expiration date on the electronic version of the schedule will
result in increased costs, because the need to make changes to the schedule 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 the certification statement for this PRA submission.

B.

STATISTICAL METHODS
The information collection does not employ statistical methods.

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