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Imperial Oil Ltd.

Nov. 2, 2022

Response of the Office of Mergers and Acquisitions
Division of Corporation Finance

November 2, 2022

Via Email

Patrick S. Brown
Sullivan & Cromwell LLP

Re:      Imperial Oil Limited Issuer Tender Offer
Request for Relief under Exchange Act Rule 13e-4(f)(3)

Dear Mr. Brown:

We are responding to your letter dated November 2, 2022, addressed to Ted Yu and Christina Chalk.  To avoid having to recite or summarize the facts set forth in your letter, we attach a copy of your letter and the accompanying letter from Canadian counsel.  Unless otherwise noted, capitalized terms used here have the same meaning as in your letter dated November 2, 2022.

Based on the facts and representations in your letter, the Division of Corporation Finance, acting for the Commission pursuant to delegated authority, by separate order is granting an exemption from Exchange Act Rule 13e-4(f)(3).  The exemption from Exchange Act Rule 13e-4(f)(3) permits the Company to provide a Proportionate Tender option in its modified Dutch auction tender offer.  The Proportionate Tender mechanism is intended to mitigate the disproportionate influence that the Company’s largest shareholder could have in establishing the Purchase Price and the aggregate number of shares to be purchased in the Offer.  We also note your representation that Canadian law requires an offeror such as the Company to make an issuer bid to all holders subject to such bid by sending the same bid and on the same terms to each such holder, including any majority or major shareholders.

The exemptive relief granted is based on the representations made to the Division in your letter.  Any different facts or conditions may require the Division to reach a different conclusion.  

Further, this response does not express any legal conclusion on the questions presented or any views on any other questions that the transaction may raise.


/s/ Ted Yu

Ted Yu
Chief, Office of Mergers and Acquisitions
Division of Corporation Finance

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