Definition of ‘sec form f-8’
Sec form f-8 is filing with the securities and exchange Commission (sec) for publicly-traded canadian issuers to register securities offered in the transactions of the business combinations, mergers and exchange offers requiring a shareholder vote. Sec form f-8 may only be used if a circular for a takeover or business combination previously prepared. Securities registered with the sec form f-8, must be offered to U.S. holders on terms no less favourable than those extended to foreign shareholders. Sec form f-8 acts as a binding for the corresponding canadian registration and verification of documents in accordance with the requirements of canadian securities legislation and regulations.
The penetration of ‘sec form f-8’
Sec form f-8, entitled “registration statement on securities act of 1933 for securities of certain canadian issuers to be issued in exchange offers or a business combination,” must be filed if: 1) the securities are issued in the exchange offer, where U.S. holders own less than 25% of the class of outstanding securities that are exchangeable; or 2) securities issued in a business combination, where the American shareholders will own less than 25% of the class of securities after completion of the transaction. Typically, sec form f-8 is used for the registration of common stock; with certain exceptions derivative securities may not be registered in the form.
From the point of view of the requirements for filing forms with the sec, the two companies involved in the transaction, must: 1) be registered or organized in accordance with the laws of Canada or any canadian province or territory; 2) had a class of securities listed on one of the three major markets over the 12 calendar months preceding the filing of the form; and 3) a market capitalization of$75 million or more.
Metro Inc. food and a drug dealer based in Montreal, filed a registration statement on sec form F-8 may 2018 for shares offered or issued in connection with acquisition of the Jean Coutu Group, pharmacy chain with headquarters in Quebec. Because less than 25% of the shares will be held by investors at the completion of the combination, sec form f-8 applies.