United States securities and exchange commission logo
November 8, 2023
Ian Laing
Vice-President, General Counsel and Corporate Secretary
Imperial Oil Limited
505 Quarry Park Boulevard S.E.
Calgary, Alberta
Canada T2C 5N1
Re: Imperial Oil
Limited
Schedule TO-I filed
November 3, 2023
File No. 005-35902
Dear Ian Laing:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments by providing the requested
information or advise us as
soon as possible when you will respond. If you do not believe our
comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have
additional comments.
Defined terms used herein have the same meaning as in your offering
materials.
Schedule TO-I filed November 3, 2023
General
1. We note your disclosure
in the Offer to Purchase that [t]he Company s interpretation of
the terms and
conditions of the Offer (including the Letter of Transmittal and the Notice
of Guaranteed Delivery)
will be final and binding and your disclosure in the Letter of
Transmittal that
certain of the Company s determinations will be final and binding.
Please revise all such
references to remove the implication that security holders may not
challenge these
determinations in a court of competent jurisdiction or advise.
2. The cross reference in
Item 7(b) of the Schedule TO to Section 7 of the Offer to Purchase
appears to be
inappropriate, as Section 7 sets forth the conditions to the consummation of
the Offer rather than
material conditions, if any, to any financing of consideration to be
provided in the Offer.
See Item 1007(b) of Regulation M-A. Please revise.
Ian Laing
Imperial Oil Limited
November 8, 2023
Page 2
3. If the Offer was disseminated pursuant to Rule 13e-4(e)(1)(iii), the
summary
advertisement published in the Wall Street Journal does not appear to
contain the
disclosure required by Item 1004(a)(1) of Regulation M-A, per Rule
13e-
4(d)(3)(ii). Please revise or advise.
We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please direct any questions to Blake Grady at 202-551-8573 or Christina
Chalk at 202-
551-3263.
FirstName LastNameIan Laing Sincerely,
Comapany NameImperial Oil Limited
Division of
Corporation Finance
November 8, 2023 Page 2 Office of Mergers
& Acquisitions
FirstName LastName