SEC VERIFY DATA
TITLE: SEC Form CB Cross-Border Tender Offer Filing Explained
SEO DESCRIPTION: Learn how SEC Form CB works, when foreign private issuers use it for cross-border tender offers and rights offerings, and how Form CB relates to Rules 801, 802 and tender offer exemptions.
SEC FORM CB OVERVIEW
Form CB is an SEC notification form used in connection with certain cross-border tender offers, exchange offers and rights offerings involving foreign private issuers.
The form is designed for transactions that rely on specified cross-border exemptions under the Securities Act of 1933 or the Securities Exchange Act of 1934.
Recent 2026 filings continue to show Form CB being used for international transactions involving issuers organized in Canada, India, France and other jurisdictions.
RULES COVERED BY FORM CB
The Form CB cover page identifies the specific rule relied upon for the transaction.
These can include Securities Act Rule 801 for certain rights offerings, Rule 802 for certain exchange offers, Exchange Act Rule 13e-4(h)(8) for issuer tender offers, Rule 14d-1(c) for certain third-party tender offers and Rule 14e-2(d) for certain subject-company responses.
A 2026 Enbridge transaction, for example, used Form CB in connection with Rule 802, while a Wipro filing relied on the cross-border issuer tender-offer framework.
INFORMATION FOUND IN FORM CB
Form CB generally identifies the subject company, jurisdiction of incorporation, filing person, securities involved and the date the tender offer or rights offering commenced.
The filing also attaches or incorporates documents distributed to security holders in the issuer's home jurisdiction.
These materials can include offers to purchase, letters of offer, shareholder notices, public announcements, tax information and other transaction documents.
HOME JURISDICTION DOCUMENTS
One important feature of Form CB is its reliance on documents prepared for investors in the foreign issuer's home jurisdiction.
Rather than creating an entirely separate U.S. disclosure package, the filer may furnish the same or substantially similar materials being provided to security holders abroad, subject to the applicable SEC requirements.
A 2026 Wipro Form CB amendment included shareholder notices, tax disclosures, public announcements, press releases and a Letter of Offer as exhibits.
FORM CB AND FORM F-X
Foreign entities furnishing Form CB may also need to submit Form F-X to appoint an agent for service of process in the United States when required.
The 2026 Wipro Form CB filing, for example, states that an irrevocable consent and power of attorney on Form F-X had been filed with the SEC.
FORM CB VS SCHEDULE TO
Schedule TO is the principal tender-offer filing used for many U.S. tender offers.
Form CB is associated with specified cross-border exemptions available in qualifying transactions involving foreign private issuers.
Some cross-border tender offers may instead appear on Schedule TO while relying on separate cross-border provisions such as Rule 13e-4(i) or Rule 14d-1(d), so researchers should verify the exact exemption cited in each transaction.
WHY FORM CB MATTERS
Form CB can help researchers identify international takeover offers, exchange offers, rights offerings and issuer repurchases involving U.S. security holders.
The filing can reveal the parties, securities involved, home-country documents and regulatory exemption being relied upon.
A Form CB filing reflects a regulatory notification and should not be interpreted as SEC approval or endorsement of the transaction.
DISCLAIMER
This guide provides independent public-record research and educational information. It is not affiliated with or endorsed by the U.S. Securities and Exchange Commission and does not constitute legal or investment advice.