8-KOther EventsExhibits & Filings

EXXON MOBIL CORP 8-K Report, Corporate Update (Dec 14, 2009)

Filed December 14, 2009For Securities:XOM

Summary

Exxon Mobil Corporation (XOM) announced on December 13, 2009, that it has entered into a definitive Agreement and Plan of Merger to acquire XTO Energy Inc. The transaction will be structured as a merger where XTO Energy will become a wholly-owned subsidiary of ExxonMobil. This move signals a significant strategic expansion for ExxonMobil into the natural gas sector, specifically targeting the burgeoning shale gas resources that XTO Energy is known for. Under the terms of the merger, XTO Energy shareholders will receive 0.7098 shares of ExxonMobil common stock for each share of XTO Energy they own. The exchange ratio and the treatment of XTO Energy stock options have been clearly defined. The deal is subject to customary closing conditions, including XTO Energy shareholder approval, regulatory clearances (including Hart-Scott-Rodino and Dutch competition laws), and the effectiveness of ExxonMobil's stock registration statement. This acquisition is poised to strengthen ExxonMobil's position in the rapidly evolving energy landscape.

Key Highlights

  • 1ExxonMobil to acquire XTO Energy Inc. in a stock-for-stock merger.
  • 2XTO Energy shareholders to receive 0.7098 shares of ExxonMobil common stock per XTO Energy share.
  • 3Acquisition aims to significantly expand ExxonMobil's presence in the natural gas and shale plays.
  • 4Transaction subject to customary closing conditions, including shareholder and regulatory approvals.
  • 5Antitrust clearance required from U.S. (Hart-Scott-Rodino) and Dutch authorities.
  • 6XTO Energy has agreed not to solicit alternative business combination proposals.
  • 7A termination fee of $900 million is stipulated under specific circumstances.

Frequently Asked Questions

The acquisition of XTO Energy is primarily aimed at significantly bolstering ExxonMobil's position in the rapidly growing U.S. natural gas market, particularly in the development of unconventional resources like shale gas. XTO Energy is a leading producer in key shale plays, and its assets and expertise will complement ExxonMobil's existing portfolio.

XTO Energy shareholders will receive 0.7098 shares of ExxonMobil common stock for each share of XTO Energy they hold. Outstanding XTO Energy stock options will also be converted into options to purchase ExxonMobil stock, with adjustments made to the number of shares and exercise price based on the exchange ratio.

The merger is contingent upon several customary conditions, including the adoption of the merger agreement by XTO Energy's stockholders, the absence of any legal prohibitions, the expiration of the Hart-Scott-Rodino waiting period and receipt of Dutch antitrust clearance, accuracy of representations and warranties, effectiveness of ExxonMobil's stock registration statement, and the delivery of tax-free reorganization opinions.

Yes, the Merger Agreement includes provisions for termination fees. If the agreement is terminated under specified circumstances, XTO Energy would be required to pay ExxonMobil a termination fee of $900 million.