Regulation 14D1.docx

1、Regulation 14D1 240.14d-1Scope of and definitions applicable to Regulations 14D and 14E.(a)Scope.Regulation 14D (240.14d-1through 240.14d-101) shall apply to any tender offer that is subject tosection 14(d)(1) ofthe Act (15 U.S.C. 78n(d)(1), including, but not limited to, any tender offer forsecurit

2、iesof a class described in that section that is made by anaffiliateof theissuerof such class. Regulation 14E (240.14e-1through 240.14e-8) shall apply to any tender offer forsecurities(other than exempted securities) unless otherwise noted therein.(b)The requirements imposed by sections 14(d)(1) thro

3、ugh 14(d)(7) of the Act, Regulation 14D and Schedules TO and 14D-9 thereunder, and Rule 14e-1 of Regulation 14E under the Act, shall be deemed satisfied with respect to any tender offer, including anyexchangeoffer, for thesecuritiesof anissuerincorporated or organized under the laws of Canada or any

4、 Canadian province or territory, if suchissueris aforeign private issuerand is not an investment company registered or required to be registered under theInvestment Company Act of 1940, if less than 40 percent of the class ofsecuritiesoutstanding that is the subject of the tender offer is held by U.

5、S. holders, and the tender offer is subject to, and the bidder complies with, the laws, regulations and policies of Canada and/or any of its provinces or territories governing the conduct of the offer (unless the bidder has received an exemption(s) from, and the tender offer does not comply with, re

6、quirements that otherwise would be prescribed by Regulation 14D or 14E),provided that:(1)In the case of tender offers subject tosection 14(d)(1) ofthe Act, where the consideration for a tender offer subject to this section consists solely of cash, the entire disclosure document or documents required

7、 to be furnished to holders of the class ofsecuritiesto be acquired shall be filed with the Commission on Schedule 14D-1F (240.14d-102) and disseminated to shareholders of the subject company residing in theUnited Statesin accordance with such Canadian laws, regulations and policies; or(2)Where the

8、consideration for a tender offer subject to this section includessecuritiesof the bidder to be issued pursuant to the offer, anyregistration statementand/orprospectusrelating thereto shall be filed with the Commission along with the Schedule 14D-1F referred to in paragraph (b)(1) of this section, an

9、d shall be disseminated, together with thehome jurisdictiondocument(s) accompanying such Schedule, to shareholders of the subject company residing in theUnited Statesin accordance with such Canadian laws, regulations and policies.Notes:1. For purposes of any tender offer, including anyexchangeoffer,

10、 otherwise eligible to proceed in accordance with Rule 14d-1(b) under the Act, theissuerof the subjectsecuritieswill be presumed to be aforeign private issuerand U.S. holders will be presumed to hold less than 40 percent of such outstandingsecurities, unless (a) the aggregate trading volume of that

11、class on nationalsecuritiesexchanges in theUnited Statesand onNASDAQexceeded its aggregate trading volume onsecuritiesexchanges in Canada and on the Canadian Dealing Network, Inc. (“CDN”) over the 12 calendar month period prior to commencement of this offer, or if commenced in response to a prior of

12、fer, over the 12 calendar month period prior to the commencement of the initial offer (based on volume figures published by such exchanges andNASDAQand CDN); (b) the most recent annual report or annual information form filed or submitted by theissuerwithsecuritiesregulators of Ontario, Quebec, Briti

13、sh Columbia or Alberta (or, if theissuerof the subjectsecuritiesis not a reportingissuerin any of such provinces, with any other Canadiansecuritiesregulator) or with the Commission indicates that U.S. holders hold 40 percent or more of the outstanding subject class ofsecurities; or (c) theofferorhas

14、 actual knowledge that the level of U.S. ownership equals or exceeds 40 percent of suchsecurities.2. Notwithstanding the grant of an exemption from one or more of the applicable Canadian regulatory provisions imposing requirements that otherwise would be prescribed by Regulation 14D or 14E, the tend

15、er offer will be eligible to proceed in accordance with the requirements of this section if the Commission byorderdetermines that the applicable Canadian regulatory provisions are adequate to protect the interest of investors.(c)Tier I.Any tender offer for thesecuritiesof aforeign private issueras d

16、efined in 240.3b-4is exempt from the requirements of sections 14(d)(1) through 14(d)(7) of the Act (15 U.S.C. 78n(d)(1)through 78n(d)(7), Regulation 14D (240.14d-1through 240.14d-10) and Schedules TO (240.14d-100) and 14D-9 (240.14d-101) thereunder, and 240.14e-1and 240.14e-2 ofRegulation 14E under

17、the Act if the following conditions are satisfied:(1)U.S. ownership limitation.Except in the case of a tender offer that is commenced during the pendency of a tender offer made by a prior bidder in reliance on this paragraph or 240.13e-4(h)(8), U.S. holders do not hold more than 10 percent of the cl

18、ass ofsecuritiessought in the offer (as determined under Instructions 2 or 3 to paragraphs (c) and (d) of this section).(2)Equal treatment.The bidder must permit U.S. holders to participate in the offer on terms at least as favorable as those offered any other holder of the same class ofsecuritiesth

19、at is the subject of the tender offer; however:(i)Registered exchange offers.If the bidder offerssecuritiesregistered under theSecurities Act of 1933(15 U.S.C. 77aet seq.), the bidder need not extend the offer to security holders in those states or jurisdictions that prohibit the offer or sale of th

20、esecuritiesafter the bidder has made a good faith effort to register or qualify the offer and sale ofsecuritiesin that state or jurisdiction, except that the bidder must offer the same cash alternative to security holders in any such state or jurisdiction that it has offered to security holders in a

21、ny other state or jurisdiction.(ii)Exempt exchange offers.If the bidder offerssecuritiesexempt from registration under 230.802of this chapter, the bidder need not extend the offer to security holders in those states or jurisdictions that require registration or qualification, except that the bidder

22、must offer the same cash alternative to security holders in any such state or jurisdiction that it has offered to security holders in any other state or jurisdiction.(iii)Cash only consideration.The bidder may offer U.S. holders only a cash consideration for the tender of the subjectsecurities, notw

23、ithstanding the fact that the bidder is offering security holders outside theUnited Statesa consideration that consists in whole or in part ofsecuritiesof the bidder, so long as the bidder has a reasonable basis for believing that theamountof cash is substantially equivalent to the value of the cons

24、ideration offered to non-U.S. holders, and either of the following conditions are satisfied:(A)The offered security is a “margin security” within the meaning of Regulation T (12 CFR220.2) and theissuerundertakes to provide, upon the request of anyU.S. holderor the Commission staff, the closing price

25、 and daily trading volume of the security on the principal trading market for the security as of the last trading day of each of the six months preceding the announcement of the offer and each of the trading days thereafter; or(B)If the offered security is not a “margin security” within the meaning

26、of Regulation T (12 CFR220.2) theissuerundertakes to provide, upon the request of anyU.S. holderor the Commission staff, an opinion of an independent expert stating that the cash consideration offered to U.S. holders is substantially equivalent to the value of the consideration offered security hold

27、ers outside theUnited States.(iv)Disparate tax treatment.If the bidder offers loan notes solely to offer sellers tax advantages not available in theUnited Statesand these notes are neitherlistedon any organizedsecuritiesmarket nor registered under theSecurities Act of 1933(15 U.S.C. 77aet seq.), the

28、 loan notes need not be offered to U.S. holders.(3)Informational documents.(i) The bidder must disseminate any informational document to U.S. holders, including any amendments thereto, in English, on a comparable basis to that provided to security holders in thehome jurisdiction.(ii)If the bidder di

29、sseminates by publication in itshome jurisdiction, the bidder must publish the information in theUnited Statesin a manner reasonably calculated to inform U.S. holders of the offer.(iii)In the case of tender offers forsecuritiesdescribed insection 14(d)(1) ofthe Act (15 U.S.C. 78n(d)(1), if the bidde

30、r publishes or otherwise disseminates an informational document to the holders of thesecuritiesin connection with the tender offer, the bidder must furnish that informational document, including any amendments thereto, in English, to the Commission on Form CB (249.480of this chapter) by the first bu

31、siness day after publication or dissemination. If the bidder is a foreign company, it must also file a Form F-X (239.42of this chapter) with the Commission at the same time as the submission of Form CB to appoint an agent for service in theUnited States.(4)Investment companies.Theissuerof thesecurit

32、iesthat are the subject of the tender offer is not an investment company registered or required to be registered under theInvestment Company Act of 1940(15 U.S.C. 80a-1et seq.), other than a registered closed-end investment company.(d)Tier II.Apersonconducting a tender offer (including anyexchangeoffer) that meets the conditions in paragraph (d)(1) of this section shall be entitled to the exemptive relief specified in paragraph (d)(2) of this se