Imperial Oil Limited (TSE: IMO, NYSE American: IMO) announced
today the preliminary results of its substantial issuer bid (the
“Offer”), pursuant to which Imperial offered to purchase for
cancellation up to $1.5 billion of its common shares (the
“Shares”). The Offer proceeded by way of a modified Dutch auction,
which had a tender price range from $78.50 per Share to $94.00 per
Share, and included the option for shareholders to participate via
a proportionate tender. The Offer expired at 5:00 p.m. (Calgary
time) on December 8, 2023. All amounts are in Canadian dollars.
In accordance with the terms and conditions of the Offer and
based on the preliminary calculation of Computershare Investor
Services Inc., as depositary for the Offer (the “Depositary”),
Imperial expects to take up and pay for 19,108,280 Shares at a
price of $78.50 per Share under the Offer (the “Purchase Price”),
representing an aggregate purchase of approximately $1.5 billion
and 3.4 percent of the total number of Imperial’s issued and
outstanding Shares as of the close of business on October 30, 2023.
Immediately following completion of the Offer, Imperial anticipates
that 535,836,803 Shares will be issued and outstanding.
27,768,599 Shares were validly tendered and not withdrawn
pursuant to auction tenders at or below the Purchase Price and
pursuant to purchase price tenders. Since the Offer was
oversubscribed, shareholders who made auction tenders at or below
the Purchase Price and shareholders who made, or were deemed to
have made, purchase price tenders will have the number of Shares
purchased prorated following the determination of the final results
of the Offer (other than “odd lot” tenders, which are not subject
to proration). Imperial currently expects that shareholders who
made auction tenders at or below the Purchase Price and
shareholders who made, or were deemed to have made, purchase price
tenders will have approximately 20 percent of their tendered Shares
purchased by Imperial. Shareholders who made auction tenders at a
price in excess of the Purchase Price should not expect to have any
of their Shares purchased by Imperial. 13,324,225 Shares are
anticipated to be taken up and purchased pursuant to proportionate
tenders.
Exxon Mobil Corporation, Imperial’s majority shareholder, made a
proportionate tender under the Offer and will maintain its
proportionate Share ownership at approximately 69.6 percent
following completion of the Offer.
The number of Shares to be purchased, the proration factor and
the Purchase Price referred to above are preliminary, remain
subject to verification by the Depositary and assume that all
Shares tendered through notice of guaranteed delivery will be
delivered within the two trading-day settlement period. Upon
take-up and payment of the Shares purchased, Imperial will issue a
press release disclosing the final results, including the final
proration factor, the final Purchase Price, the estimated paid-up
capital per Share and the “specified amount” for purposes of the
Income Tax Act (Canada).
Promptly after such press release, payment for the Shares
accepted for purchase will be made in accordance with the terms of
the Offer and applicable law, and the Depositary will return all
other Shares tendered and not purchased.
The full details of the Offer are described in the offer to
purchase and issuer bid circular dated November 3, 2023, as well as
the related letter of transmittal and notice of guaranteed
delivery, copies of which were filed and are available on SEDAR+ at
www.sedarplus.ca and on EDGAR at www.sec.gov.
This news release is for informational purposes only and does
not constitute an offer to buy or the solicitation of an offer to
sell Shares.
Imperial is one of Canada’s largest integrated oil companies. It
is active in all phases of the petroleum industry in Canada,
including the exploration for, and production and sale of, crude
oil and natural gas. In Canada, it is a major producer of crude
oil, the largest petroleum refiner and a leading marketer of
petroleum products. It is also a major producer of petrochemicals.
The company’s operations are conducted in three main segments:
Upstream, Downstream and Chemical.
After more than a century, Imperial continues
to be an industry leader in applying technology and innovation to
responsibly develop Canada’s energy resources. As Canada’s largest
petroleum refiner, a major producer of crude oil, a key
petrochemical producer and a leading fuels marketer from coast to
coast, our company remains committed to high standards across all
areas of our business.
Source: Imperial
Cautionary statement: Statements of future events or
conditions in this release, including projections, expectations and
estimates are forward-looking statements. Forward-looking
statements can be identified by words such as believe, anticipate,
intend, propose, plan, expect, future, continue, likely, may,
should, will and similar references to future periods.
Forward-looking statements in this release include, but are not
limited to, references to the number of Shares, the Purchase Price
and the aggregate amount Imperial expects to pay on take up and
payment of tendered Shares in connection with the Offer; the number
of Shares issued and outstanding following completion of the Offer;
the anticipated proration due to oversubscription; expectations for
shareholders who have made auction tenders at a price in excess of
the Purchase Price; the number of Shares to be taken up and paid
for pursuant to proportionate tenders; ExxonMobil’s anticipated
holdings following completion of the Offer; further communication
regarding completion of the Offer; the payment for Shares in
accordance with the Offer; and the return of Shares not
purchased.
Forward-looking statements are based on the company's current
expectations, estimates, projections and assumptions at the time
the statements are made. Actual results, including expectations and
assumptions concerning Shares tendered through notice of guaranteed
delivery will be delivered, the assumption that the conditions to
completion of the Offer will be satisfied or waived, could differ
materially depending on a number of factors. These factors include
those discussed in Item 1A risk factors and Item 7 management’s
discussion and analysis of financial condition and results of
operations of Imperial Oil Limited’s most recent annual report on
Form 10-K and subsequent interim reports on Form 10-Q.
Forward-looking statements are not guarantees of future
performance and involve a number of risks and uncertainties, some
that are similar to other oil and gas companies and some that are
unique to Imperial Oil Limited. Imperial’s actual results may
differ materially from those expressed or implied by its
forward-looking statements and readers are cautioned not to place
undue reliance on them. Imperial undertakes no obligation to update
any forward-looking statements contained herein, except as required
by applicable law.
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