Exhibit 99.1
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Exxon Mobil
Corporation
5959 Las Colinas
Boulevard
Irving, TX 75039-2298
972 444 1107
Telephone
972 444 1138
Facsimile
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| CONTACT: |
ExxonMobil Media
Relations |
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| |
(972)
444-1107 |
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FOR
IMMEDIATE RELEASE
MONDAY,
DEC. 14, 2009
|
Exxon
Mobil Corporation and XTO Energy Inc. Announce Agreement
IRVING,
TX – Exxon Mobil Corporation and XTO Energy Inc. announced today an all-stock
transaction valued at $41 billion. The agreement, which is subject to XTO
stockholder approval and regulatory clearance, will enhance ExxonMobil’s
position in the development of unconventional natural gas and oil
resources.
Under the terms of the agreement,
approved by the boards of directors of both companies, ExxonMobil has agreed to
issue 0.7098 common shares for each common share of XTO. This represents a 25 percent premium to XTO stockholders. The transaction value includes $10 billion of existing XTO
debt and is based on the
closing share prices of ExxonMobil and XTO on December 11, 2009.
“We are pleased that ExxonMobil and XTO
have reached this agreement,” said Rex W. Tillerson, chairman and chief
executive officer of Exxon Mobil Corporation.
“XTO is a
leading U.S. unconventional natural gas producer, with an outstanding resource
base, strong technical expertise and highly skilled employees. XTO’s strengths,
together with ExxonMobil’s advanced R&D and operational capabilities, global
scale and financial capacity, should enable development of additional supplies
of unconventional oil and gas resources, benefiting consumers both here in the
United States and around the world.”
Tillerson
said the agreement is good news for the United States economy and energy
security, as it will enhance opportunities for job creation and investment in
the production of America’s own clean-burning natural gas
resources.
XTO’s
resource base is the equivalent of 45 trillion cubic feet of gas and includes
shale gas, tight gas, coal bed methane and shale oil. These will complement
ExxonMobil’s holdings in the United States, Canada, Germany, Poland, Hungary and
Argentina.
Following
the transaction closing, ExxonMobil intends to establish a new upstream
organization to manage global development and production of unconventional
resources, enabling the rapid development and deployment of technologies and
operating practices to increase production and maximize resource value. The new
organization will be located in Fort Worth, Texas, in XTO’s current
offices.
Bob R. Simpson, chairman and
founder of XTO, said that over the company’s 23-year history, XTO has developed
technical expertise and has assembled a substantial, high-quality and diverse
resource base in producing basins across the United States.
“XTO has
a proven ability to profitably and consistently grow production and reserves in
unconventional resources,” said Simpson. “As the world’s leading energy company,
ExxonMobil will build on our success and open new opportunities for the
development of natural gas and oil resources on a global basis.”
Tillerson
said the agreement is part of an ongoing, disciplined evaluation of timely
investment opportunities to create value for shareholders, and to help meet
long-term global energy demand growth.
The
agreement is consistent with ExxonMobil’s business model which is focused on
sustainable, long-term value creation.
Completion
of the transaction is expected in the second quarter of 2010. In connection with the transaction, J.P.
Morgan Securities Inc. are
acting as financial advisors to ExxonMobil and Barclays Capital Inc. and
Jefferies & Company Inc. are acting as financial advisors to
XTO.
Media
Conference Call Information
ExxonMobil
and XTO will be conducting a media conference call on Monday, December 14, 2009
at 9 a.m. Eastern time (8 a.m. Central).
| Participant
Numbers: |
| Domestic: |
866-719-0110
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| International: |
719-325-2212
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| Confirmation
Code: |
8522824
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Analyst Conference Call Information
ExxonMobil will be conducting an analyst
conference call on Monday, December 14, 2009 at 11 a.m. Eastern time (10 a.m. Central) to discuss the
transaction (URL will be
available at www.exxonmobil.com).
The slides to be discussed during the
call will be available on
exxonmobil.com for viewing and download starting at
10:45 a.m. Eastern time (9:45 a.m. Central).
Audio Webcast
Participation
| Listen Only
Numbers: |
| Domestic: |
877-208-2391
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| International: |
816-581-1736
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| Confirmation
Code: |
4605791
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Replay telephone
numbers:
888-203-1112 or 719-457-0820
Confirmation
Code: 4605791
Replay available starting at
5 p.m. Eastern
(4 p.m. Central), and running through December 21 at
Midnight.
About ExxonMobil
ExxonMobil, the largest publicly traded
international oil and gas
company, uses technology and innovation to help meet the world’s growing energy needs. ExxonMobil holds an industry-leading inventory of
resources, is the largest refiner and marketer of petroleum products, and its
chemical company is one of
the largest in the world. For more information, visit www.exxonmobil.com.
About XTO
XTO is a domestic oil and natural gas producer engaged in the
acquisition, exploitation and development of quality, long-lived oil and natural
gas properties in the
United States. Its properties are
concentrated in
Texas, New Mexico, North Dakota, Pennsylvania
,
West Virginia, Arkansas, Oklahoma,
Kansas, Wyoming, Colorado, Utah
, Louisiana and Montana
. For more information, visit
www.xtoenergy.com.
Important
Information For Investors And Stockholders
This
communication does not constitute an offer to sell or the solicitation of an
offer to buy any securities or a solicitation of any vote or
approval. ExxonMobil will file with the Securities and Exchange
Commission (“SEC”) a registration statement on Form S-4 that will include a
proxy statement of XTO that also constitutes a prospectus of
ExxonMobil. ExxonMobil and XTO also plan to file other documents with
the SEC regarding the proposed agreement. A definitive proxy
statement/prospectus will be mailed to stockholders of XTO. INVESTORS AND
SECURITY HOLDERS OF XTO ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND
OTHER DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE PROPOSED TRANSACTION. Investors and stockholders will be able to
obtain free copies of the proxy statement/prospectus and other documents
containing important information about ExxonMobil and XTO, once such documents
are filed with the SEC, through the website maintained by the SEC at http://www.sec.gov.
Copies of the documents filed with the SEC by ExxonMobil will be available free
of charge on ExxonMobil’s internet website at www.exxonmobil.com
under the tab "investors" and then under the tab "SEC Filings" or by contacting
ExxonMobil’s Investor Relations Department at 972-444-1156. Copies of the
documents filed with the SEC by XTO will be available free of charge on XTO’s
internet website at www.xtoenergy.com under the tab "Investor Relations" and
then under the tab "SEC Filings" or by contacting XTO’s Investor
Relations Department at 817-870-2800.
ExxonMobil, XTO, their respective
directors and certain of their executive officers may be deemed to be
participants in the solicitation of proxies from the stockholders of XTO in
connection with the proposed transaction. Information about the directors and
executive officers of XTO is set forth in its proxy statement for its 2009
annual meeting of stockholders, which was filed with the SEC on April 17,
2009. Information about the directors and executive officers of
ExxonMobil is set forth in its proxy statement for its 2009 annual meeting of
stockholders, which was filed with the SEC on April 13, 2009. Other
information regarding the participants in the proxy solicitation and a
description of their direct and indirect interests, by security holdings or
otherwise, will be contained in the proxy statement/prospectus and other
relevant materials to be filed with the SEC when they become
available.
Cautionary
Statement Regarding Forward-Looking Statements
Statements
in this document relating to future plans, projections, events or conditions are
forward-looking statements. Actual results could differ materially as
a result of a variety of risks and uncertainties, including: the timing to
consummate the proposed agreement; the risk that a condition to closing of the
proposed agreement may not be satisfied; the risk that a regulatory approval
that may be required for the proposed agreement is not obtained or is obtained
subject to conditions that are not anticipated; ExxonMobil’s ability to achieve
the synergies and value creation contemplated by the proposed agreement;
ExxonMobil’s ability to promptly and effectively integrate XTO’s businesses; and
the diversion of management time on agreement-related issues. Other factors that could materially
affect ExxonMobil’s and XTO’s actual results, including project plans,
costs, timing, and capacities; capital and exploration expenditures; and share
purchase levels, include: changes in long-term oil or gas prices or
other market or economic conditions affecting the oil and gas industry;
completion of repair projects as planned; unforeseen technical difficulties;
political events or disturbances; reservoir performance; the outcome of
commercial negotiations; wars and acts of terrorism or sabotage; changes in
technical or operating conditions; and other factors discussed under the heading
“Factors Affecting Future Results”
available
through the "investors" section on ExxonMobil’s website, in Item 1A of
ExxonMobil's 2008 Form 10-K and in Item 1A of XTO's 2008 Form
10-K. No assurances can be given that any of the events anticipated
by the forward-looking statements will transpire or occur, or if any of them do
so, what impact they will have on the results of operations or financial
condition of ExxonMobil or XTO. Neither ExxonMobil nor XTO assumes
any duty to update these statements as of any future date. References
to quantities of oil or natural gas may include amounts that ExxonMobil or XTO
believe will ultimately be produced, but that are not yet classified as “proved
reserves” under SEC definitions.
