ExxonMobil Clears Regulatory Hurdle for XTO Merger

HOUSTON (Dow Jones), Mar. 17, 2010

Exxon Mobil Corp. (XOM) said Tuesday that U.S. antitrust regulators have cleared the company's pending merger with U.S. natural-gas producer XTO Energy Inc (XTO).

In a filing with the Securities and Exchange Commission, the world's largest publicly traded oil company said the waiting period for the merger under the Hart-Scott-Rodino antitrust act expired Monday without further comment from U.S. authorities. The company added that the Dutch Competition Authority cleared the transaction March 9.

"Necessary clearance for the pending merger has been obtained from the appropriate competition law regulators," ExxonMobil spokesman Alan Jeffers said in an emailed statement.

ExxonMobil added that the closing of the deal remains subject to approval by the shareholders of XTO Energy and of other conditions provided in the merger agreement announced last December.

The nod from the regulators opens the door for ExxonMobil's grand investment in U.S. gas shales -- natural gas-rich rock formations that so-called independent energy companies like XTO have recently learned how to tap profitably. Other international oil companies, ranging from BP PLC (BP) to Eni SpA (E), have entered joint ventures or acquired acreage in U.S. shale areas. Energy executives and analysts have said that the unexpected abundance of shale gas is in the course of once-declining North America into a treasure trove for the industry.

If XTO shareholders agree, this would be ExxonMobil's largest acquisition since Exxon merged with Mobil in 1999. That deal was closely reviewed by anti-trust regulators, which sought to avoid concentration in the U.S. refining and gasoline market. The merger closed nearly a year after it was announced, after the company agreed to divest thousands of gasoline stations, as well as terminal operations, a California refinery, and other businesses in order to quell the Federal Trade Commission's concerns.

In contrast, the ExxonMobil-XTO merger hasn't raised major red flags with anti-trust regulators "because there's no competitive overlap," said William Vigdor, a Vinson&Elkins attorney who specializes in anti-trust law.

ExxonMobil Chief Executive Rex Tillerson said last week that the transaction is expected to close in the second quarter and that he believes that while the value of the acquisition to ExxonMobil and its shareholders is "compelling," the real benefit of the estimated $31 billion transaction will be evident over several years or even decades.

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