Written Communication Relating to an Issuer or Third Party (sc To-c)
May 02 2022 - 8:04AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
Commission file
number 0-12014
IMPERIAL OIL LIMITED
(Name of Subject Company (Issuer) and Filing Person(s) (Offeror(s))
Common Shares, without par value
(Title of Class of Securities)
453038408
(CUSIP Number
of Class of Securities)
Ian Laing
Vice-President, General Counsel and Corporate Secretary
505 Quarry Park Boulevard S.E.
Calgary, Alberta
Canada
T2C 5N1
(800) 567-3776
(Name, address and telephone number of person authorized to receive notices and communications on behalf of the filing person)
Copies to:
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Patrick S. Brown
Sullivan & Cromwell LLP
1888 Century Park East 21st Floor Los Angeles, California 90067
(310) 712-6603 |
☒ |
Check the box if the filing relates solely to preliminary communications made before the commencement of a
tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
☐ |
third-party tender offer subject to Rule 14d-1. |
☒ |
issuer tender offer subject to Rule 13e-4. |
☐ |
going-private transaction subject to Rule 13e-3. |
☐ |
amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐
Check the appropriate boxes below to designate any transactions to which the statement relates:
☐ |
Rule 13e-4(i) (Cross-Border Issuer Tender Offer).
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☐ |
Rule 14d-1(d) (Cross-Border Third-Party Tender Offer).
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On April 29, 2022, Imperial Oil Limited (the company) held a conference
call following the release of its first quarter earnings, during which the company discussed its previously announced intention to commence a substantial issuer bid. A copy of the transcript is attached as Exhibit 99.1 to this Schedule TO.
The tender offer described in this communication (the Offer) has not yet commenced. This communication is for informational
purposes only. This communication is not a recommendation to buy or sell Imperial Oil Limited shares or any other securities, and it is neither an offer to purchase nor a solicitation of an offer to sell Imperial Oil Limited Shares or any other
securities.
On the commencement date of the Offer, Imperial Oil Limited will file an offer to purchase, accompanying issuer bid circular
and related letter of transmittal and notice of guaranteed delivery (the Offering Documents) with Canadian securities regulatory authorities and mail these to the companys shareholders. The company will also file a tender offer
statement on Schedule TO, including the Offering Documents, with the United States Securities and Exchange Commission (the SEC). The Offer will only be made pursuant to the Offering Documents filed with Canadian securities regulatory
authorities and as a part of the Schedule TO. Shareholders should read carefully the Offering Documents because they contain important information, including the various terms of, and conditions to, the Offer. Once the Offer is commenced,
shareholders will be able to obtain a free copy of the tender offer statement on Schedule TO, the Offering Documents and other documents that Imperial Oil Limited will be filing with the SEC at the SECs website at www.sec.gov, with Canadian
securities regulatory authorities at www.sedar.com, or from Imperial Oil Limiteds website at www.imperialoil.ca.
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Item 12. |
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Exhibits |
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99.1 |
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Transcript of earnings release conference call on April 29, 2022 |
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