View Information Collection Request (ICR) Package

OMB Control No: 3235-0382	ICR Reference No: 202504-3235-020
Status: Received in OIRA	Previous ICR Reference No: 202208-3235-023
Agency/Subagency: SEC	Agency Tracking No: CF
Title: Schedule 14D-9F - Canadian Securities
Type of Information Collection: Extension without change of a currently approved collection	Common Form ICR: No
Type of Review Request: Regular	Date Submitted to OIRA: 09/12/2025

	Requested	Previously Approved
Expiration Date	36 Months From Approved	12/31/2025
Responses	1	2
Time Burden (Hours)	2	4
Cost Burden (Dollars)	0	0

Abstract: Sections 14(d) and 14(e) of the Securities Exchange Act of 1934 (“Exchange Act”) (15 U.S.C. 78n(d) and (e)) govern certain tender offers. Under Exchange Act Rule 14d-1(b) (17 CFR 240.14d-1), 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 certain 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)—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 certain 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. 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.

Authorizing Statute(s): US Code: 15 USC 78l, 78m, 78n, 78o Name of Law: Securities Exchange Act of 1934
US Code: 15 USC 77g Name of Law: Securities Act of 1933

Citations for New Statutory Requirements: None

Associated Rulemaking Information
RIN:	Stage of Rulemaking:	Federal Register Citation:	Date:
	Not associated with rulemaking

Federal Register Notices & Comments
60-day Notice:	Federal Register Citation:	Citation Date:
	90 FR 30168	07/08/2025
30-day Notice:	Federal Register Citation:	Citation Date:
	90 FR 44259	09/12/2025
Did the Agency receive public comments on this ICR? No

Number of Information Collection (IC) in this ICR: 1

IC Title	Form No.	Form Name
Schedule 14D-9F - Canadian Securities

ICR Summary of Burden

	Total Request	Previously Approved	Change Due to Adjustment in Estimate
Annual Number of Responses	1	2	-1
Annual Time Burden (Hours)	2	4	-2
Annual Cost Burden (Dollars)	0	0	0

Burden increases because of Program Change due to Agency Discretion: No

Burden Increase Due to:

Burden decreases because of Program Change due to Agency Discretion: No

Burden Reduction Due to:

Short Statement: We have decreased by one our estimate of the 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 total burden hours has decreased by two (from four hours to two hours).

Annual Cost to Federal Government:

Does this IC contain surveys, censuses, or employ statistical methods? No

Does this ICR request any personally identifiable information (see OMB Circular No. A-130 for an explanation of this term)? Please consult with your agency's privacy program when making this determination. Yes

Does this ICR include a form that requires a Privacy Act Statement (see 5 U.S.C. §552a(e)(3))? Please consult with your agency's privacy program when making this determination. No

Is this ICR related to the Affordable Care Act [Pub. L. 111-148 & 111-152]? No

Is this ICR related to the Dodd-Frank Wall Street Reform and Consumer Protection Act, [Pub. L. 111-203]? No

Is this ICR related to the American Recovery and Reinvestment Act of 2009 (ARRA)? No

Is this ICR related to the Pandemic Response? No

Agency Contact: Pearl Crawley 202 551-3256 crawleyp@sec.gov

View ICR - Agency Submission