DEFINITION of 'SEC Form F-8'

SEC Form F-8 is a filing with the Securities and Exchange Commission (SEC) by publicly-traded Canadian issuers to register securities offered in 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 a business combination is previously prepared. Securities registered in SEC Form F-8 must be offered to U.S. holders on terms no less favorable than those extended to foreign shareholders. SEC Form F-8 acts as a wraparound for the relevant Canadian registration and disclosure documentation required by Canadian securities laws and regulations.

BREAKING DOWN 'SEC Form F-8'

SEC Form F-8, titled, "Registration Statement Under the Securities Exchange Act of 1933 for Securities of Certain Canadian Issuers to be Issued in Exchange Offers or a Business Combination," must be filed if either: 1) securities are issued in an exchange offer where U.S. holders own less than 25% of the class of outstanding securities that is subject to the exchange; or 2) securities are issued in a business combination where U.S. holders would own less than 25% of the class of securities upon completion of the transaction. Generally, SEC Form F-8 is used to register common stock; with certain exceptions, derivative securities cannot be registered with the form.

In terms of eligibility requirements for the filing of the form with the SEC, the two companies involved in a transaction must: 1) be incorporated or organized under the laws of Canada or any Canadian province or territory; 2) have had a class of securities listed on one of the country's three main exchanges for 12 calendar months immediately preceding the filing of the form; and 3) have a market capitalization of C$75 million or more.

Example

Metro Inc., a food and drug distributor based in Montreal, filed a registration statement on SEC Form F-8 in May 2018 for shares offered or issued in connection with its acquisition of The Jean Coutu Group, a drugstore chain also headquartered in Quebec province. Because less than 25% of the shares will be held by U.S. investors upon completion of the combination, SEC Form F-8 applied.

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