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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
(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
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Check the appropriate boxes below to designate any transactions to which the statement
relates:
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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:
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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:
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ITEM 13. INFORMATION REQUIRED BY SCHEDULE
13E-3.
Not Applicable.
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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: |
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Name: | Ian Laing | |||
| Vice President, General Counsel and Corporate Secretary |
Date: June 13, 2022
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EXHIBIT INDEX
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(a)(1)(i) |
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(a)(1)(ii) |
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(a)(1)(iii) |
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(a)(1)(iv) |
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(a)(1)(v) |
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(a)(1)(vi) |
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(a)(5)(i) |
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(a)(5)(ii) |
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(a)(5)(iii) |
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(a)(5)(iv) |
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(a)(5)(v) |
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(d)(i) |
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(d)(ii) |
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(d)(iii) |
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(d)(iv) |
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(d)(v) |
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(d)(vi) |
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99.1 |
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107 |
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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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