Attached files
| file | filename |
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| EX-2.1 - EXHIBIT 2.1 - EXXON MOBIL CORP | dp15865_ex0201.htm |
| EX-99.1 - EXHIBIT 99.1 - EXXON MOBIL CORP | dp15865_ex9901.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
To Section 13 or 15(d) of The
Securities
Exchange Act of 1934
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Date
of report (Date of earliest event reported): December 13,
2009
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Exxon
Mobil Corporation
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(Exact
Name of Registrant as Specified in Charter)
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New
Jersey
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1-2256
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13-5409005
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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5959
Las Colinas Boulevard
Irving,
Texas 75039-2298
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(Address
of Principal Executive Offices)
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Registrant’s
telephone number, including area code: (972)
444-1000
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N/A
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(Former
Name or Former Address, if Changed Since Last
Report)
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General
Instruction A.2. below):
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þ
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
8.01. Other Events.
On December 13, 2009, Exxon Mobil
Corporation, a New Jersey corporation (the “Company”), ExxonMobil
Investment Corporation, a wholly-owned subsidiary of the Company and a Delaware
corporation (“Merger
Subsidiary”), and XTO Energy Inc., a Delaware corporation (“XTO Energy”), entered into an
Agreement and Plan of Merger (the “Merger Agreement”). The Merger
Agreement provides that, upon the terms and subject to the conditions set forth
in the Merger Agreement, Merger Subsidiary will merge with and into XTO Energy
(the “Merger”), with XTO
Energy continuing as the surviving corporation and a wholly-owned subsidiary of
the Company.
The Merger
Agreement
At the effective time and as a result
of the Merger, (i) each share of XTO Energy common stock will be converted into
the right to receive 0.7098 shares of common stock of the Company (the “Exchange Ratio”) and (ii) all
outstanding XTO Energy options will be converted into options to purchase shares
of common stock of the Company, with the number of shares of XTO Energy common
stock subject to the option, and the option’s exercise price, adjusted based on
the Exchange Ratio.
Consummation of the Merger is subject
to customary conditions, including (i) the adoption of the Merger Agreement by
the holders of XTO Energy common stock, (ii) the absence of any law or order
prohibiting the closing, (iii) the expiration or termination of the applicable
Hart-Scott-Rodino waiting period and receipt of antitrust clearance under Dutch
competition laws, (iv) subject to certain exceptions, the accuracy of
representations and warranties and performance of covenants, (v) the
effectiveness of the registration statement for the common stock of the Company
being issued in the Merger and (vi) the delivery of customary opinions from
counsel to the Company and counsel to XTO Energy that the Merger will qualify as
a tax-free reorganization for federal income tax purposes.
The Company and XTO Energy have made
customary representations, warranties and covenants in the Merger Agreement,
including, among others, covenants to conduct their respective businesses in the
ordinary course consistent with past practice between the execution of the
Merger Agreement and consummation of the Merger. In addition, XTO
Energy has covenanted (i) to cause a stockholder meeting to be held to consider
approval of the transactions contemplated by the Merger Agreement, (ii) subject
to certain exceptions, for its board of directors to recommend approval by its
stockholders of the transactions contemplated by the Merger Agreement, (iii) not
to solicit proposals relating to alternative business combination transactions
and (iv) subject to certain exceptions, not to enter into discussions concerning
or provide confidential information in connection with alternative business
combination transactions.
The Merger Agreement contains certain
termination rights for both the Company and XTO Energy. The Merger
Agreement further provides that, upon termination of the Merger Agreement under
specified circumstances, XTO Energy would be required to pay the Company a
termination fee of $900 million.
The
foregoing description of the Merger Agreement, and the transactions contemplated
thereby, does not purport to be complete and is subject to, and qualified in its
entirety by, reference to the Merger Agreement, which is filed as Exhibit 2.1
hereto.
The
Merger Agreement has been included to provide security holders with information
regarding its terms. It is not intended to provide any other factual
information about the Company or XTO
Energy. The representations, warranties and covenants
contained in the Merger Agreement were made solely for purposes of such
agreement and as of specific dates, were solely for the benefit of the parties
to the Merger Agreement, may be subject to limitations agreed upon by the
contracting parties, including being qualified by confidential disclosures made
for the purposes of allocating contractual risk between the parties to the
Merger Agreement instead of establishing these matters as facts, and may be
subject to standards of materiality applicable to the contracting parties that
differ from those applicable to security holders. Security holders
are not third-party beneficiaries under the Merger Agreement and should not rely
on the representations, warranties and covenants or any descriptions thereof as
characterizations of the actual state of facts or condition of the Company or
XTO
Energy. Moreover, information concerning the subject matter of
the representations and warranties may change after the date of the Merger
Agreement, which subsequent information may or may not be fully reflected in XTO
Energy’s or
the Company’s public disclosures.
Press
Release
On
December 14, 2009, the Company and XTO Energy issued a
joint press release announcing that they had entered into the Merger
Agreement. A copy of the press release is attached hereto as Exhibit
99.1 and is incorporated herein by reference into this Item 8.01.
Item 9.01. Financial Statements and Exhibits.
(c)
Exhibits
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2.1
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Agreement and Plan of
Merger dated as of
December 13, 2009 among Exxon Mobil
Corporation,
ExxonMobil Investment Corporation and XTO Energy Inc. (the schedules have been omitted
pursuant to Item 601(b)(2) of Regulation S-K).
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99.1
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Joint
Press Release issued
by Exxon
Mobil Corporation and XTO Energy Inc., dated December 14, 2009, announcing entry into
the Merger Agreement.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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EXXON
MOBIL CORPORATION
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Date:
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December 14,
2009
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By:
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/s/ Patrick T. Mulva | ||
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Name:
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Patrick
T. Mulva
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Title:
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Vice
President and Controller
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INDEX
TO EXHIBITS
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Exhibit
Number
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Description
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2.1
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Agreement and Plan of Merger dated
as of December
13, 2009 among Exxon Mobil
Corporation,
ExxonMobil Investment Corporation and XTO Energy Inc. (the schedules have been omitted
pursuant to Item 601(b)(2) of Regulation S-K).
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99.1
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Joint
Press Release issued by
Exxon Mobil Corporation and XTO Energy Inc., dated December 14, 2009, announcing entry
into the Merger Agreement.
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