IMO

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

(Amendment No. 2)

IMPERIAL OIL LIMITED

(Name of Subject Company (Issuer))

IMPERIAL OIL LIMITED

(Filing Person(s) (Offeror(s))

Common Stock, 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:

Patrick S. Brown

Sullivan & Cromwell LLP

1888 Century Park East

21^st 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).

            ☐  Rule 14d-1(d) (Cross-Border Third-Party Tender Offer).

This Amendment No. 2 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission (the “SEC”) on November 4, 2022 (“Schedule TO”), as amended by Amendment No. 1 to the Schedule TO, filed with the SEC on December 12, 2022, relating to an offer by Imperial Oil Limited, a Canadian corporation (the “Company”), to purchase a number of shares of its common stock, without par value (the “Shares”), for an aggregate purchase price not exceeding C$1,500,000,000, at a purchase price not less than C$72.50 and not more than C$87.00 per Share, in cash, without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 4, 2022 (the “Offer to Purchase”), together with the accompanying issuer bid circular (the “Issuer Bid Circular”), and in the related Letter of Transmittal and Notice of Guaranteed Delivery (which, together with any amendments or supplements thereto, collectively constitute the “Offer”).

The information in the Schedule TO, including all exhibits to the Schedule TO, which were previously filed with the Schedule TO or any amendment thereto, is incorporated herein by reference in response to Items 1 through 11 of the Schedule TO, except that such information is hereby amended and supplemented to the extent specifically provided in this Amendment. All capitalized terms used but not specifically defined in this Amendment shall have the meanings given to such terms in the Offer to Purchase and the Issuer Bid Circular. The items of the Schedule TO set forth below are hereby amended and supplemented as follows:

Item 11 of the Schedule TO is hereby amended and supplemented by adding the following to the end thereof:

“On December 14, 2022, the Company issued a press release announcing the final results of the Offer, which expired at 5:00 p.m. (Calgary time) on December 9, 2022. A copy of such press release is filed as Exhibit (a)(5)(vi) to this Schedule TO and is incorporated herein by reference.”

The following are attached as exhibits to this Schedule TO:

2

Not Applicable.

3

SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: December 14, 2022

4

EXHIBIT INDEX

2