Exxon Mobil Corporation (NYSE:XOM) entered into a definitive agreement to acquire Pioneer Natural Resources Company (NYSE:PXD) for $60.3 billion on October 10, 2023. Under the terms of the agreement, Pioneer shareholders will receive 2.3234 shares of ExxonMobil for each Pioneer share at closing. The merger is an all-stock transaction valued at $59.5 billion, or $253 per share. The implied total enterprise value of the transaction, including net debt, is approximately $64.5 billion. Upon termination of the agreement under specified circumstances, the Pioneer Natural Resources would be required to pay Exxon Mobil a termination fee of $1.815 billion. Immediately following the closing, Scott D. Sheffield, Pioneer?s current Chief Executive Officer, and one current director of Pioneer selected by Pioneer and reasonably acceptable to ExxonMobil will be appointed to ExxonMobil?s Board of Directors.

The transaction is subject to customary regulatory reviews and approvals. It is also subject to approval by Pioneer shareholders, expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, effectiveness of the Registration Statement on Form S-4 and approval for listing on the New York Stock Exchange of the shares. The Boards of Directors of both companies have unanimously approved the transaction. As on December 4, 2023, Federal Trade Commission reviewed the merger and in effect, the waiting period imposed by the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, is further extended until 30 days after each of Pioneer and ExxonMobil has substantially complied with the Second Request issued to it. On February 7, 2024, Pioneer announced receipt of shareholder approval for the merger at special shareholder meeting. The merger is anticipated to be accretive immediately and highly accretive mid- to long-term to ExxonMobil earnings per share and free cash flow, with a long cash flow runway. The transaction is expected to close in the first half of 2024. As of February 2, 2024, the transaction is expected to close in the second quarter of 2024, pending regulatory and Pioneer shareholder approval. As of February 7, 2024, Pioneer and ExxonMobil continue to work constructively with the Federal Trade Commission in its review of the merger. As of May 2, 2024, The Federal Trade Commission approved the merger of Exxon with Pioneer Natural but barred Pioneer's former CEO from Exxon's board on allegations he attempted to collude with OPEC to raise oil prices. As of May 2, 2024, the antitrust approval received for the merger.

Citi acted as lead financial advisor, Centerview Partners acted as financial advisor, and Louis Goldberg, Oliver Smith, Shanu Bajaj, David H. Schnabel, Jennifer S. Conway, Charlotte R. Fabiani and Joseph S. Brown of Davis Polk & Wardwell LLP acted as legal advisors to ExxonMobil. Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, Petrie Partners, LLC and BofA Securities, Inc acted as financial advisors to Pioneer and Jeffrey A. Chapman, Tull R. Florey, Andrew Kaplan, Michael P. Darden, Darius Mehraban, Doug Horowitz, Adam Lapidus, Michael Cannon, Eric Sloan, Jennifer Sabin, Krista Hanvey, Stephen Weissman, Chris Wilson, and Sophia Hansell of Gibson, Dunn & Crutcher LLP acted as legal advisors to Pioneer. Goldman Sachs & Co. LLC also acted as fairness opinion provider to Pioneer Natural Resources. Pioneer will pay to Goldman Sachs a fee of approximately $46 million, $2 million of which became payable at announcement of the Merger, and the remainder of which is contingent upon consummation of the Merger. MacKenzie Partners, Inc. acted as proxy solicitor to Pioneer for an estimated fee of approximately $15,000, plus reasonable out-of-pocket expenses and fees for any additional services. Continental Stock Transfer & Trust Company acted as transfer agent to Pioneer. Computershare Trust Company, N.A. acted as transfer agent to ExxonMobil.