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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
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:
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☐ 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 Tender Offer Statement on Schedule TO (this Schedule TO)
relates to the offer by Imperial Oil Limited, a Canadian corporation (the Company), to purchase for cash up to C$2,500,000,000 in value of shares of the Companys common stock, without par value, net to the seller in cash, without
interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase dated May 6, 2022 (the Offer to Purchase), together with the accompanying issuer bid circular (the Issuer Bid Circular),
and in the related Letter of Transmittal, copies of which are attached as Exhibits (a)(1)(i) and (a)(1)(ii) (which, together with any amendments or supplements thereto, collectively constitute the Offer).
This Schedule TO is being filed on behalf of the Company. The information set forth in the Offer to Purchase, the Issuer Bid
Circular and the related Letter of Transmittal is incorporated herein by reference with respect to Items 1 through 9 and 11 of this Schedule TO. The exhibits identified in Item 12 and attached hereto are incorporated herein by reference with respect
to Items 5 and 11 of this Schedule TO.
ITEM 1. |
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The information set forth in the section of the Offer to Purchase titled Summary is incorporated herein by
reference.
ITEM 2. |
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(a)
Name and Address
: The name of the issuer is Imperial Oil Limited. The address of the Companys principal
executive offices is 505 Quarry Park Boulevard S.E., Calgary, AB, Canada T2C 5N1. The Companys telephone number is (800)
567-3776.
(b)
Securities
: This Schedule TO relates to the Shares of the Company. As of May 2, 2022, there were 669,143,714
issued and outstanding Shares. The information set forth in the section of the Offer to Purchase titled The Offer is incorporated herein by reference.
(c)
Trading Market and Price
: The information set forth in the section of the Issuer Bid Circular titled Price
Range of Shares is incorporated herein by reference.
ITEM 3. |
|
(a)
Name and Address
: Imperial Oil Limited. is the filing person and issuer. The information set forth in
Item 2(a) is incorporated herein by reference.
ITEM 4. |
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(a)
Material Terms
: The information set forth in the section of the Offer to Purchase titled Summary and in
Section 1 (The Offer), Section 2 (Purchase Price), Section 3 (Number of Shares, Proration and Proportionate Tenders), Section 4 (Announcement of Results of the Offer),
Section 5 (Procedure for Depositing Shares), Section 6 (Withdrawal Rights), Section 7 (Certain Condition of the Offer), Section 8 (Extension and Variation of the Offer),
Section 9 (Taking Up and Payment for Deposited Shares) and Section 11 (Liens and Dividends) of the Offer to Purchase and Section 9 (Interest of Directors and Officers) Section 13 (Income
Tax Considerations) and Section 15 (Source of Funds) of the Issuer Bid Circular is incorporated herein by reference.
(b)
Purchases
: The information set forth in the section of the Offer to Purchase titled Summary is
incorporated herein by reference. The information set forth in Section 1 (The Offer) of the Offer to Purchase and Section 9 (Interest of Directors and Officers) and Section 10 (Arrangements Concerning
Shares) of the Issuer Bid Circular is incorporated herein by reference.
ITEM 5. |
|
(a)
Agreements Involving the Subject Companys Securities
: The information set forth in Section 9
(Interest of Directors and Officers) of the Issuer Bid Circular is incorporated herein by reference.
2
ITEM 6. |
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(a)
Purposes
: The information set forth in the section of the Offer to Purchase titled Summary and
Section 3 (Purpose and Effect of the Offer) of the Issuer Bid Circular is incorporated herein by reference.
(b)
Use of the Securities Acquired
: The information set forth in Section 3 (Purpose and Effect of the
Offer) of the Issuer Bid Circular is incorporated herein by reference.
(c)
Plans
: The information set forth
in the section of the Offer to Purchase titled Summary and in Section 7 (Certain Conditions of the Offer), and in Section 3 (Purpose and Effects of the Offer), Section 4 (Price Range of
Shares), Section 5 (Dividend Policy), Section 9 (Interest of Directors and Officers) and Section 11 (Material Changes in the Affairs of the Company) of the Issuer Bid Circular is incorporated
herein by reference.
ITEM 7. |
|
(a)
Source of Funds
: The information set forth in the section of the Offer to Purchase titled Summary and
in Section 15 (Source of Funds) of the Issuer Bid Circular is incorporated herein by reference.
(b)
Conditions
: The information set forth in the section of the Offer to Purchase titled Summary and in Section 7 (Certain Conditions of the Offer) of the Offer to Purchase is incorporated herein by reference.
(d)
Borrowed Funds
: The information set forth in the section of the Offer to Purchase titled Summary is
incorporated herein by reference. The information set forth in Section 15 (Source of Funds) of the Issuer Bid Circular is incorporated herein by reference.
ITEM 8. |
|
(a)
Securities Ownership
: The information set forth in Section 6 (Previous Purchases of Shares),
Section 7 (Previous Sales of Securities), Section 8 (Previous Distributions of Shares), Section 9 (Interest of Directors and Officers) and Section 10 (Arrangements Concerning
Shares) of the Issuer Bid Circular is incorporated herein by reference.
(b)
Securities Transactions
: The
information set forth in Section 6 (Previous Purchases of Shares), Section 7 (Previous Sales of Securities), Section 8 (Previous Distributions of Shares), Section 9 (Interest of Directors
and Officers) and Section 10 (Arrangements Concerning Shares) of the Issuer Bid Circular is incorporated herein by reference.
ITEM 9. |
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(a) The information set forth in the section of the Offer to Purchase titled Summary and in Section 17
(Depositary) and Section 18 (Fees and Expenses) of the Issuer Bid Circular is incorporated herein by reference.
ITEM 10. |
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Not applicable.
ITEM 11. |
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(a)(1) The information set forth in Section 6 (Previous Purchases of Shares), Section 7 (Previous
Sales of Securities), Section 8 (Previous Distributions of Shares), Section 9 (Interest of Directors and Officers) and Section 10 (Arrangements Concerning Shares) of the Issuer Bid Circular is
incorporated herein by reference.
(a)(2) The information set forth in Section 14 (Legal Matters and Regulatory
Approvals) of the Issuer Bid Circular is incorporated herein by reference.
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(a)(3) Not applicable.
(a)(4) Not applicable.
(a)(5) None.
(c) The information set forth in the Offer to Purchase and the related Letter of Transmittal, copies of which are filed as
Exhibits (a)(l)(i) and (a)(l)(ii) hereto, respectively, as each may be amended or supplemented from time to time, is incorporated herein by reference. The Company will amend this Schedule TO to include documents that the Company may file with the
SEC after the date of the Offer to Purchase pursuant to Sections 13(a), 13(c) or 14 of the Exchange Act and prior to the expiration of the Offer to the extent required by Rule
13e-4(d)(2)
promulgated under the
Exchange Act. The information contained in all of the exhibits referred to in Item 12 below is incorporated herein by reference.
ITEM 12. |
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4
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* |
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ITEM 13. |
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Not applicable.
5
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.
Imperial Oil Limited | ||||
By: |
| |||
Name: | Ian Laing | |||
Title: | Vice President, General Counsel and Corporate Secretary | |||
Date: May 6, 2022
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EXHIBIT INDEX
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(a)(1)(i) | Offer to Purchase, dated May 6, 2022, together with the Issuer Bid Circular.* | |
(a)(1)(ii) | Form of Letter of Transmittal.* | |
(a)(1)(iii) | Form of Notice of Guaranteed Delivery.* | |
(a)(1)(iv) | Form of Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. | |
(a)(1)(v) | Summary Advertisement as published on May 6, 2022 in the Wall Street Journal .* | |
(a)(5)(i) | Pre-Commencement Press Release issued by the Company on April 29, 2022 (Incorporated herein by reference to the pre-commencement communication of the Company on Schedule TO, filed with the SEC on April 29, 2022). | |
(a)(5)(ii) | Pre-Commencement Press Release issued by the Company on April 29, 2022 (Incorporated herein by reference to the pre-commencement communication of the Company on Schedule TO, filed with the SEC on April 29, 2022). | |
(a)(5)(iii) | Transcript of earnings release conference call of the Company on April 29, 2022 (Incorporated herein by reference to the pre-commencement communication of the Company on Schedule TO, filed with the SEC on May 2, 2022). | |
(a)(5)(iv) | Pre-Commencement Press Release issued by the Company on May 2, 2022 (Incorporated herein by reference to the pre-commencement communication of the Company on Schedule TO, filed with the SEC on May 2, 2022). | |
(d)(i) | Form of Letter relating to Supplemental Retirement Income (Incorporated herein by reference to Exhibit (10)(c)(3) of the Companys Annual Report on Form 10-K for the year ended December 31, 1980 (File No. 2-9259)). | |
(d)(ii) | Deferred Share Unit Plan for Nonemployee Directors (Incorporated herein by reference to Exhibit (10)(iii)(A)(6) of the Companys Annual Report on Form 10-K for the year ended December 31, 1998 (File No. 0-12014)). | |
(d)(iii) | Amended Restricted Stock Unit Plan with respect to Restricted Stock Units granted in 2011 and subsequent years, as amended effective November 14, 2011 (Incorporated herein by reference to Exhibit 9.01(c)[10(iii)(A)(1)] of the Companys Form 8-K filed on February 23, 2012 (File No. 0-12014)). | |
(d)(iv) | Amended Restricted Stock Unit Plan with respect to Restricted Stock Units granted in 2016 and subsequent years, as amended effective October 26, 2016 (Incorporated herein by reference to Exhibit 9.01(c)[10(iii)(A)(1)] of the Companys Form 8-K filed on October 31, 2016 (File No. 0-12014)). | |
(d)(v) | Amended Short Term Incentive Program with respect to awards granted in 2016 and subsequent years, as amended effective October 26, 2016 (Incorporated herein by reference to Exhibit 9.01(c)[10(iii)(A)(1)] of the Companys Form 8-K filed on October 31, 2016 (File No. 0-12014)). | |
(d)(vi) | Amended Restricted Stock Unit Plan with respect to Restricted Stock Units granted in 2020 and subsequent years, as amended effective November 24, 2020 (Incorporated herein by reference to Exhibit (10)(iii)(A)(6) of the Companys Annual Report on Form 10-K for the year ended December 31, 2020 (File No. 0-12014)). | |
99.1 | Material Change Report, dated May 6, 2022.* | |
107 | Filing Fee Table.* | |
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The above information was disclosed in a filing to the SEC. To see the filing, click here.
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