SEC Division of Corporation Finance no-action letter: Imperial Oil Ltd.

Nov. 2, 2023

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

November 2, 2023

Via Email

Patrick S. Brown
Sullivan & Cromwell LLP brownp@sullcrom.com

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

Dear Mr. Brown:

We are responding to your letter requesting exemptive relief dated November 2, 2023 and addressed to Tiffany Posil, Christina Chalk and Blake Grady. 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 in this letter have the same meaning as in your letter dated November 2, 2023.

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.

Sincerely,

/s/ Tiffany Posil

Tiffany Posil
Chief, Office of Mergers & Acquisitions
Division of Corporation Finance

Last Reviewed or Updated: Nov. 2, 2023

Resources

• Exemptive Order
• Incoming Letter

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Stikeman Elliott LLP
Barristers & Solicitors
4200 Bankers Hall West
888 - 3rd Street S.W.
Calgary, AB Canada T2P 5C5
Main: 403 266 9000
Fax: 403 266 9034 www.stikeman.com
November 2, 2023
Division of Corporation Finance
Office of Mergers and Acquisitions
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-3628
United States of America
Attn: Tiffany Posil, Chief
Christina Chalk, Associate Chief
Blake Grady, Special Counsel
Re: Modified Dutch Auction Tender Offer for Shares of Imperial Oil Limited (the “Company”) Ladies and Gentlemen:
We are acting as Canadian legal counsel to the Company in connection with the Company’s offer to purchase for cancellation up to a specified maximum aggregate dollar amount of common shares (the “Shares”) of the Company at a price per Share in cash which will be not less than a specified minimum dollar amount per Share and not more than a specified maximum dollar amount per Share, all on the terms and conditions to be set forth and described in an offer to purchase and accompanying issuer bid circular, together with the related letter of transmittal and notice of guaranteed delivery (collectively, the “Offer”). In such capacity, we have been requested to review the letter, dated November 2, 2023, prepared by Sullivan & Cromwell LLP on behalf of the Company requesting certain relief in connection with the Offer (the “Letter”) and to provide you this letter to support the description of Canadian Securities Laws (as defined below) and market practice, and in particular to support the statements relating to National Instrument 62-104 Take-over Bids and Issuer Bids (“NI 62-104”) and the exemptive relief to be obtained by the Company in respect of the proportionate take-up and associated disclosure requirements of NI 62- 104, each as described in the Letter (the “Support Letter”). For the purposes of this Support Letter, we have only examined an electronic copy of the Letter and no documents have been reviewed by us in connection with this Support Letter other than the Letter. Accordingly, the views expressed in this Support Letter are limited to the Letter and the Canadian legal matters described therein. Our opinion below is expressed only with respect to the laws of the Provinces of British Columbia, Alberta, Ontario and Quebec (collectively, the “Jurisdictions”) and of the laws of Canada applicable therein. For the purposes of this opinion, the term “Canadian Securities Laws” means collectively the applicable securities legislation, rules, regulations and where applicable, blanket orders, of the Jurisdictions. Our opinion is expressed with respect to the laws of the Jurisdictions in effect on the date of this opinion. We have no responsibility or obligation to (i) update this opinion, (ii) take into account or inform the addressee or any other person of any changes in law, facts or other developments subsequent to this date that do or may affect the opinions we express or (iii) advise the addressee or any other person of

2 any other change in any matter addressed in this opinion. Nor do we have any responsibility or obligation to consider the applicability or correctness of this opinion to any person other than the addressee. Based on the foregoing and subject to the qualifications set out below, we are of the opinion that the descriptions of Canadian Securities Law in the Letter are fair, accurate and, as regards the aspects of the Offer described in the Letter for which relief has been requested therein, complete in all material respects and, in our view, the descriptions of Canadian practice in the Letter are fair, accurate and, as regards the aspects of the Offer described in the Letter for which relief has been requested therein, complete in all material respects.

Yours truly,