Davis Polk & Wardwell LLP is advising Exxon Mobil Corporation on its $41 billion all-stock transaction with XTO Energy Inc. Under the terms of the agreement, ExxonMobil has agreed to issue 0.7098 shares of its common stock for each share of XTO common stock. The agreement, which is subject to XTO shareholder approval and regulatory clearance, will enhance ExxonMobil’s position in the development of unconventional natural gas and oil resources.

ExxonMobil, the largest publicly traded international oil and gas company, uses technology and innovation to help meet the world’s growing energy needs. ExxonMobil holds an industry-leading inventory of resources, is the largest refiner and marketer of petroleum products, and its chemical company is one of the largest in the world. XTO Energy is a domestic natural gas producer engaged in the acquisition, exploitation and development of quality, long-lived oil and natural gas properties in the United States.

The Davis Polk corporate team includes partners George R. Bason Jr., Louis L. Goldberg and Arthur F. Golden and associates William J. Chudd and Brian J. Snyder. The tax team includes partner Avishai Shachar and associate Joshua Ruland. Partner Edmond T. FitzGerald and associate Andrew Blau are providing benefits advice. Partner Gail A. Flesher is providing environmental advice. All members of the Davis Polk team are based in the New York office.