Rule 14e-2
  Position of Subject Company with
Respect to a Tender Offer
a.
Position of subject
company. As a means reasonably designed to prevent fraudulent, deceptive
or manipulative acts or practices within the meaning of
section
14(e) of the Act, the subject company, no later than 10 business days
from the date the tender offer is first published or sent or given, shall
publish, send or give to security holders a statement disclosing that
the subject company:
1. Recommends
acceptance or rejection of the bidder's tender offer;
2. Expresses
no opinion and is remaining neutral toward the bidder's tender offer;
or
3. Is
unable to take a position with respect to the bidder's tender offer. Such
statement shall also include the reason(s) for the position (including
the inability to take a position) disclosed therein.
b. Material
change. If any material change occurs in the disclosure required
by paragraph (a) of this section, the subject company shall promptly publish
or send or give a statement disclosing such material change to security
holders.
c. Any
issuer, a class of the securities of which is the subject of a tender
offer filed with the Commission on
Schedule
14D-1F and conducted in reliance upon and in conformity with
Rule
14d-1(b) under the Act, and any director or officer of such issuer
where so required by the laws, regulations and policies of Canada and/or
any of its provinces or territories, in lieu of the statements called
for by paragraph (a) of this section and
Rule
14d-9 under the Act, shall file with the Commission on
Schedule
14D-9F the entire disclosure document(s) required to be furnished
to holders of securities of the subject issuer by the laws, regulations
and policies of Canada and/or any of its provinces or territories governing
the conduct of the tender offer, and shall disseminate such document(s)
in the United States in accordance with such laws, regulations and policies.
d. Exemption
for cross-border tender offers. The subject company shall be exempt from
this section with respect to a tender offer conducted under
Rule
14d-1(c).
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