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Schedule 14D-1F
Practical Law Glossary Item 5-569-3809 (Approx. 3 pages)
Glossary
Schedule 14D-1F
Schedule 14D-1F is a tender offer statement used by bidders in connection with tender offers and exchange offers for the securities of certain Canadian companies that qualify for the multijurisdictional disclosure system set up between the Securities and Exchange Commission and the provincial securities regulators in Canada. Schedule 14D-1F acts as a wraparound for the relevant Canadian tender offer documents.
A person may use Schedule 14D-1F if:
- The issuer (target) of the securities that are the subject of the tender or exchange offer (subject securities) is incorporated or organized under the laws of Canada or any Canadian province or territory.
- The target is a foreign private issuer.
- Less than 40% of the outstanding subject securities is held by US holders.
- It extends the tender or exchange offer to US holders upon terms and conditions not less favorable than those offered to any other holder of the subject securities.
- The tender or exchange offer complies with (and is not exempt from) the requirements of any Canadian federal, provincial and/or territorial law, regulation or policy relating to the terms and conditions of the offer.
- The target is not an "investment company" within the meaning of the Investment Company Act of 1940 (ICA) registered or required to be registered under the ICA.