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Tender offer statement by Issuer



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SECURITIES AND EXCHANGE COMMISSION




Washington, D.C. 20549





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SCHEDULE TO



Tender Offer Statement under Section 14(d)(1) or 13(e)(1)



of the Securities Exchange Act of 1934



(Amendment No. 3)










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. 3 (this “Amendment”) amends and
supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission (the “SEC”) on May 6, 2022, as amended by Amendment No. 1 to the Schedule TO, filed with the SEC on May 19,
2022 (“Schedule TO”) and by Amendment No. 2 to the Schedule TO, filed with the SEC on June 1, 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$2,500,000,000, at a purchase price not less than C$62.00 and not more than C$78.00 per Share, in cash, without interest, 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”), as supplemented by Supplement
No. 1 to the Offer to Purchase, dated May 31, 2022, 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.



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



“On June 13, 2022, the Company issued a press release announcing the preliminary results of the Offer, which expired
at 5:00 p.m. (Calgary time) on June 10, 2022. A copy of such press release is filed as Exhibit (a)(5)(v) to this Schedule TO and is incorporated herein by reference.”




ITEM 12.     EXHIBITS.



The following are attached as exhibits to this Schedule TO:



(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)(1)(vi)


Supplement No. 1 to the Offer to Purchase, dated May 31, 2022.*




(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 April 29, 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).*




2


(a)(5)(v)


Press Release issued by the Company on June 13, 2022 (Incorporated herein by reference to Exhibit 99.1 of the Company’s Form

8-K

filed on June 
13, 2022 (File

No. 0-12014)).**



(d)(i)

Form of Letter relating to Supplemental Retirement Income (Incorporated herein by reference to Exhibit (10)(c)(3) of the Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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.**











†


Included in mailing to shareholders.







*


Previously Filed.







**


Filed herewith.



ITEM 13.             INFORMATION REQUIRED BY SCHEDULE

13E-3.




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.





Imperial Oil Limited



By:


/s/ Ian Laing



Name:

Ian Laing




Title:

Vice President, General Counsel and Corporate Secretary



Date: June 13, 2022





4











EXHIBIT INDEX




Exhibit




(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)(1)(vi)


Supplement No. 1 to the Offer to Purchase, dated May 31, 2022.*



(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 April 29, 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).*



(a)(5)(v)


Press Release issued by the Company on June 13, 2022 (Incorporated herein by reference to Exhibit 99.1 of the
Company’s Form

8-K

filed on June 13, 2022 (File

No. 0-12014)).**



(d)(i)


Form of Letter relating to Supplemental Retirement Income (Incorporated herein by reference to Exhibit (10)(c)(3) of
the Company’s 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
Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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.**











†


Included in mailing to shareholders.







*


Previously Filed.







**


Filed herewith.




2




The above information was disclosed in a filing to the SEC. To see the filing, click here.

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