Written communication relating to an issuer or third party



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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









Commission file
number

0-12014




IMPERIAL OIL LIMITED



(Name of Subject Company (Issuer) and Filing Person(s) (Offeror(s))




Common Shares, 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).


















On October 28, 2022, Imperial Oil Limited (the “company”) held a conference
call following the release of its third quarter earnings, during which the company discussed its previously announced intention to commence a substantial issuer bid. A copy of the transcript is attached as Exhibit 99.1 to this Schedule TO.



The tender offer described in this communication (the “Offer”) has not yet commenced. This communication is for informational
purposes only. This communication is not a recommendation to buy or sell Imperial Oil Limited shares or any other securities, and it is neither an offer to purchase nor a solicitation of an offer to sell Imperial Oil Limited Shares or any other
securities.



On the commencement date of the Offer, Imperial Oil Limited will file an offer to purchase, accompanying issuer bid circular
and related letter of transmittal and notice of guaranteed delivery (the “Offering Documents”) with Canadian securities regulatory authorities and mail these to the company’s shareholders. The company will also file a tender offer
statement on Schedule TO, including the Offering Documents, with the United States Securities and Exchange Commission (the “SEC”). The Offer will only be made pursuant to the Offering Documents filed with Canadian securities regulatory
authorities and as a part of the Schedule TO. Shareholders should read carefully the Offering Documents because they contain important information, including the various terms of, and conditions to, the Offer. Once the Offer is commenced,
shareholders will be able to obtain a free copy of the tender offer statement on Schedule TO, the Offering Documents and other documents that Imperial Oil Limited will be filing with the SEC at the SEC’s website at www.sec.gov, with Canadian
securities regulatory authorities at www.sedar.com, or from Imperial Oil Limited’s website at www.imperialoil.ca.




























Item 12.


Exhibits



99.1



Transcript of earnings release conference call on October 28, 2022





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

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