View Information Collection Request (ICR) Package
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Please note that the OMB number and expiration date may not have been determined when this Information Collection Request and associated Information Collection forms were submitted to OMB. The approved OMB number and expiration date may be found by clicking on the Notice of Action link below.
View ICR - OIRA Conclusion
OMB Control No:
3235-0382
ICR Reference No:
202504-3235-020
Status:
Active
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
OIRA Conclusion Action:
Approved without change
Conclusion Date:
01/16/2026
Retrieve Notice of Action (NOA)
Date Received in OIRA:
09/12/2025
Terms of Clearance:
Inventory as of this Action
Requested
Previously Approved
Expiration Date
01/31/2029
36 Months From Approved
01/31/2026
Responses
1
0
2
Time Burden (Hours)
2
0
4
Cost Burden (Dollars)
0
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 Approved
Previously Approved
Change Due to New Statute
Change Due to Agency Discretion
Change Due to Adjustment in Estimate
Change Due to Potential Violation of the PRA
Annual Number of Responses
1
2
0
0
-1
0
Annual Time Burden (Hours)
2
4
0
0
-2
0
Annual Cost Burden (Dollars)
0
0
0
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
Common Form ICR:
No
On behalf of this Federal agency, I certify that the collection of information encompassed by this request complies with 5 CFR 1320.9 and the related provisions of 5 CFR 1320.8(b)(3).
The following is a summary of the topics, regarding the proposed collection of information, that the certification covers:
(a) It is necessary for the proper performance of agency functions;
(b) It avoids unnecessary duplication;
(c) It reduces burden on small entities;
(d) It uses plain, coherent, and unambiguous language that is understandable to respondents;
(e) Its implementation will be consistent and compatible with current reporting and recordkeeping practices;
(f) It indicates the retention periods for recordkeeping requirements;
(g) It informs respondents of the information called for under 5 CFR 1320.8 (b)(3) about:
(i) Why the information is being collected;
(ii) Use of information;
(iii) Burden estimate;
(iv) Nature of response (voluntary, required for a benefit, or mandatory);
(v) Nature and extent of confidentiality; and
(vi) Need to display currently valid OMB control number;
(h) It was developed by an office that has planned and allocated resources for the efficient and effective management and use of the information to be collected.
(i) It uses effective and efficient statistical survey methodology (if applicable); and
(j) It makes appropriate use of information technology.
If you are unable to certify compliance with any of these provisions, identify the item by leaving the box unchecked and explain the reason in the Supporting Statement.
Certification Date:
09/12/2025
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