Announcement • Nov 03

Exxon Mobil Corporation (NYSE:XOM) completed the acquisition of Denbury Inc. (NYSE:DEN) from The Goldman Sachs Group, Inc. (NYSE:GS), BlackRock, Inc. (NYSE:BLK), The Vanguard Group, Inc., FMR LLC and others.

Exxon Mobil Corporation (NYSE:XOM) entered into a definitive agreement to acquire Denbury Inc. (NYSE:DEN) from The Goldman Sachs Group, Inc. (NYSE:GS), BlackRock, Inc. (NYSE:BLK), The Vanguard Group, Inc., FMR LLC and others for $4.8 billion on July 13, 2023. The acquisition is an all stock transaction valued at $4.9 billion, or $89.45 per share based on ExxonMobil’s closing price on July 12, 2023. Under the terms of the agreement, Denbury shareholders will receive 0.84 shares of ExxonMobil for each Denbury share. Denbury agrees to pay to ExxonMobil $144,000,000, which equals approximately 3% of the aggregate equity value implied in the transaction in case of termination and If the Merger Agreement is terminated by ExxonMobil because a Specified Pipeline Event has occurred, ExxonMobil agrees to pay Denbury contemporaneously with and as a condition to such termination, a termination fee of $144,000,000, in immediately available funds. The completion of the Merger is subject to satisfaction or waiver of certain customary mutual closing conditions, including, customary regulatory reviews and approvals, approval by Denbury shareholders, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”) applicable to the Merger, the effectiveness of the Registration Statement on Form S-4, the authorization for listing on the New York Stock Exchange of the shares to be issued in connection with the Merger. The boards of directors of both companies have unanimously approved the transaction. As of September 12, 2023, Denbury announced the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. As of October 31, 2023, Denbury shareholder approved the transaction. The transaction is expected to close in the 4th quarter of 2023. As of October 31, 2023, the transaction is expected to close on November 2, 2023. In connection with the Merger, J.P. Morgan Securities LLC and TPH&Co., energy business of Perella Weinberg Partners are acting as lead financial advisors and due diligence provider to Denbury and provided a fairness opinion to the Board of Directors. Denbury will pay the transaction fee to each of J.P. Morgan Securities LLC and TPH&Co. approximately $42.7 million (including the $3 million opinion fee which became payable to each of them upon delivery of their respective fairness opinion to the Denbury board of directors). PJT Partners LP acted as financial advisor, fairness opinion and due diligence provider to the Board of Directors. Steve Gill, Doug McWilliams, David Peck, Lina Dimachkieh, Peter Rogers, David D’Alessandro, Missy Spohn, Kara Kuritz, Hill Wellford, Rick Sofield, John Grand, Elena Sauber, Danielle Patterson, Guy Gribov, Alex Cross, Sean Becker, Alex Bluebond, Matthew Dobbins, Robert Kimball, Katherine Frank and Rajesh Patel of Vinson & Elkins LLP acting as legal counsels and due diligence providers to Denbury. Shanu Bajaj, Jennifer S. Conway, Louis Goldberg, David H. Schnabel, Howard Shelanski and Oliver Smith of Davis Polk & Wardwell LLP acted as legal advisors to ExxonMobil. As compensation for its services in connection with the Merger, PJT Partners is entitled to receive from Denbury a fee of $3 million, which became payable upon the delivery of PJT Partners’ opinion to the Denbury board of directors. Broadridge Corporate Issuer Solutions, Inc. acted as Denbury’s transfer agent. Computershare Trust Company, N.A. is the transfer agent and registrar for ExxonMobil common stock. Denbury has retained Innisfree M&A Incorporated to assist in the solicitation of proxies for a fee expected not to exceed $60,000, plus reasonable out-of-pocket expenses. Exxon Mobil Corporation (NYSE:XOM) completed the acquisition of Denbury Inc. (NYSE:DEN) from The Goldman Sachs Group, Inc. (NYSE:GS), BlackRock, Inc. (NYSE:BLK), The Vanguard Group, Inc., FMR LLC and others on November 2, 2023. In accordance with the terms of the agreement, Christian S. Kendall, Kevin O. Meyers, Anthony M. Abate Caroline G. Angoorly, James N. Chapman, Lynn A. Peterson, Brett R. Wiggs and Cindy A. Yeilding, such members comprising all of the directors of Denbury prior to the close of transaction, resigned as directors of Denbury. Also, each officer of Denbury ceased his or her respective service as an officer of Denbury.

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Exxon Mobil Corporation (NYSE:XOM) completed the acquisition of Denbury Inc. (NYSE:DEN) from The Goldman Sachs Group, Inc. (NYSE:GS), BlackRock, Inc. (NYSE:BLK), The Vanguard Group, Inc., FMR LLC and others.

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