ExxonMobil Completes All-Stock Transaction for XTO

Exxon Mobil has completed its agreement with XTO Energy, creating a new organization to focus on global development and production of unconventional resources.

Under the agreement, approved by XTO stockholders at a special meeting Friday, the new organization will continue to be known as XTO Energy Inc. and maintain its head office location in Fort Worth, Texas.

Jack Williams, a former vice president of ExxonMobil Development Company, has been elected president of XTO Energy Keith Hutton, formerly XTO's chief executive officer, is executive vice president of the new organization.

"With this agreement, we are combining XTO's skills, capabilities and asset base with ExxonMobil's advanced research and development and operational capabilities, global scale and financial capacity," said Williams. "The new organization will create the opportunity for more jobs and investment in the development and production of clean-burning natural gas both here in the United States and around the world."

Nearly all of XTO's 3,300 employees are transitioning to the new organization, which Hutton said is the result of what has been a key focus of transition planning since the agreement was announced in December 2009.

"ExxonMobil worked closely with XTO's management to ensure employees understand how important they are to the future success of the new organization," said Hutton. "XTO's employees bring the ability to enhance ExxonMobil's global operations through the vast experience they have gained in innovative and efficient resource development in the United States."

Rex W. Tillerson, chairman and chief executive officer of ExxonMobil, said this conclusion of the agreement is good news for the United States as it will help produce more of America's own clean-burning natural gas, which brings with it innovation, technology, investment and jobs.

"ExxonMobil's Energy Outlook indicates that gas will grow more rapidly than any other major energy source given its availability and relatively low carbon profile," said Tillerson. "We believe gas is the fuel of choice for power generation, producing fewer greenhouse gas emissions than other electrical-generation fuels, such as coal."

The agreement received regulatory clearance from the competition authorities in March.

Under the agreement, each outstanding common share of XTO has been converted into the right to receive 0.7098 shares of ExxonMobil common stock, with cash to be paid in lieu of any fractional shares. More information on the exchange of XTO shares for ExxonMobil shares will be mailed to XTO stockholders in the near future.

XTO's resource base is the equivalent of 45 trillion cubic feet of gas and includes shale gas, tight gas, coal bed methane, shale oil and conventional oil and gas production. These will complement ExxonMobil's holdings in the United States, Canada, Germany, Poland, Argentina and Indonesia.


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