The following excerpt is from the company's SEC filing.
Limited (TSE: IMO, NYSE American: IMO) announced today that the Board of Directors, on the recommendation of a special committee of independent directors, has authorized the initiation of a substantial issuer bid (the Offer) pursuant to
which the company will offer to purchase for cancellation up to $2,500,000,000 of its common shares (the Shares). The company anticipates that the terms and pricing will be determined, and the Offer will commence, during the next two
weeks and will be completed before the end of June 2022. All amounts are in Canadian dollars.
Under the propos ed issuer bid, which remains subject to obtaining the
necessary exemptive relief under applicable securities laws in Canada and the United States, shareholders wishing to accept the Offer will have the opportunity to tender their Shares through a modified Dutch auction or through a proportionate tender
which will result in them maintaining their proportionate Share ownership.
Exxon Mobil Corporation (ExxonMobil), Imperials majority shareholder,
has advised Imperial that it intends to make a proportionate tender in connection with the Offer in order to maintain its proportionate Share ownership at approximately 69.6 percent following completion of the Offer.
The Offer referred to in this news release has not yet commenced. This news release is for informational purposes only and does not constitute an offer to buy or the
solicitation of an offer to sell Shares. An offer to purchase the Shares will only be made pursuant to Offer documents to be filed with the applicable securities regulators in Canada and the United States, which remains subject to obtaining the
necessary exemptive relief under applicable securities laws in Canada and the United States. The Offer will be optional for all shareholders, who will be free to choose whether to participate, how many Shares to tender and, in the case of auction
tenders, at what price to tender within the specified range. Any shareholder who does not deposit any Shares (or whose Shares are not repurchased under the Offer) will realize a proportionate increase in equity interest in Imperial, to the extent
that Shares are purchased under the Offer.
Imperial is one of Canadas largest integrated oil companies. It is active in all phases of the petroleum industry
in Canada, including the exploration for, and production and sale of, crude oil and natural gas. In Canada, it is a major producer of crude oil, the largest petroleum refiner and a leading marketer of petroleum products. It is also a major producer
of petrochemicals. The companys operations are conducted in three main segments: Upstream, Downstream and Chemical.
- 30 -
For further information:
After more than a
century, Imperial continues to be an industry leader in applying technology and innovation to responsibly develop Canadas energy resources. As Canadas largest petroleum refiner, a major producer of crude oil, a key petrochemical producer
and a leading fuels marketer from coast to coast, our company remains committed to high standards across all areas of our business.
Statements of future events or conditions in this release, including
projections, expectations and estimates are forward-looking statements. Forward-looking statements can be identified by words such as believe, anticipate, intend, propose, plan, expect, future, continue, likely, may, should, will and similar
references to future periods. Forward-looking statements in this release include, but are not limited to, references to the aggregate amount of Shares to be purchased for cancellation under the Offer; the timing for determining the terms and
pricing, commencement and expiration; the structure of the bid including a modified Dutch auction procedure and proportionate tender; and ExxonMobils intent to make a proportionate tender.
Forward-looking statements are based on the companys current expectations, estimates, projections and assumptions at the time the statements are made. Actual
future financial and operating results, including expectations and assumptions concerning demand growth and energy source, supply and mix; commodity prices, foreign exchange rates and general market conditions; production rates, growth and mix;
project plans, timing, costs, technical evaluations and capacities, and the companys ability to effectively execute on these plans and operate its assets; that the necessary exemptive relief to proceed with the Offer under applicable
securities laws in the United States and Canada will be received on the timeline anticipated; ExxonMobil making a proportionate tender in connection with the Offer; progression of
and its impacts on
Imperials ability to operate its assets; applicable laws and government policies, including restrictions in response to
and capital and environmental expenditures could differ materially
depending on a number of factors. These factors include global, regional or local changes in supply and demand for oil, natural gas, and petroleum and petrochemical products and resulting price, differential and margin impacts, including foreign
government action with respect to supply levels and prices and the impact of
on demand; the receipt, in a timely manner, of regulatory approvals; availability and allocation of capital; unanticipated
technical or operational difficulties; operational hazards and risks; availability and performance of third-party service providers, including in light of restrictions related to
effectiveness and disaster response preparedness, including business continuity plans in response to
currency exchange rates; political or regulatory events, including changes in law or government
policy in response to
general economic conditions; and other factors discussed in Item 1A risk factors and Item 7 managements discussion and analysis of financial condition and results of
operations of Imperial Oil Limiteds most recent annual report on Form
and subsequent interim reports on Form
Forward-looking statements are not guarantees of future performance and involve a number of risks and uncertainties, some that are similar to other oil and gas
companies and some that are unique to Imperial Oil Limited. Imperials actual results may differ materially from those expressed or implied by its forward-looking statements and readers are cautioned not to place undue reliance on them.
Imperial undertakes no obligation to update any forward-looking statements contained herein, except as required by applicable law.
The above information was disclosed in a filing to the SEC. To see the filing, click here.
To receive a free e-mail notification whenever Imperial Oil Limited makes a similar move, sign up!