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

January 27, 2021

Via Email

Takahiro Saito
Simpson Thacher & Bartlett LLP
tsaito@stblaw.com

Re: Tender offer by Idemitsu Kosan Co., Ltd. for TOA Oil Co., Ltd.

Dear Mr. Saito:

We are responding to your letter dated January 27, 2021, 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 Japanese counsel. Unless otherwise noted, capitalized terms in this response letter have the same meaning as in your letter.

Based on the facts and representations in your letter, the Division of Corporation Finance will not recommend enforcement action under Exchange Act Rule 14e-1(c). This no-action position allows the Offeror to pay for tendered securities within five business days (as defined in your letter) after the expiration of the Offer, in accordance with Japanese law and practice.

The no-action relief is based on the representations made to the Division in your letter and the accompanying letter from Japanese counsel. 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 question presented or any views on any other questions that the transaction may raise.

cc: Jonathan Stradling, Esq. (via email)