ExxonMobil Corp. announced Dec. 14 that it will acquire XTO Energy Inc. in an all-stock transaction valued at $41 billion. The deal, which is subject to XTO stockholder approval and regulatory clearance, will enhance ExxonMobil’s position in the development of unconventional natural gas and oil resources.

Completion of the transaction is expected in the second quarter 2010.

Under terms of the agreement, approved by the boards of both companies, ExxonMobil has agreed to issue 0.7098 common shares for each common share of XTO, which represents a 25 percent premium to XTO stockholders.

The $41 billion transaction value includes $10 billion of existing XTO debt and is based on the closing share prices of both companies on Dec. 11.

“XTO is a leading U.S. unconventional natural gas producer, with an outstanding resource base, strong technical expertise and highly skilled employees,” said Rex W. Tillerson, chairman and CEO of ExxonMobil. “XTO’s strengths, together with ExxonMobil’s advanced R&D and operational capabilities, global scale and financial capacity, should enable development of additional supplies of unconventional oil and gas resources, benefiting consumers both here in the United States and around the world.”

XTO’s resource base is the equivalent of 45 trillion cubic feet of gas and includes shale gas, tight gas, coal bed methane and shale oil. These will complement ExxonMobil’s holdings in the U.S., Canada, Germany, Poland, Hungary, and Argentina.

Following the transaction closing, ExxonMobil intends to establish a new upstream organization to manage global development and production of unconventional resources, enabling the rapid development and deployment of technologies and operating practices to increase production and maximize resource value.

The new organization will be located in XTO’s current offices in Fort Worth, Texas. J.P. Morgan Securities Inc. is acting as financial advisor to ExxonMobil and Barclays Capital Inc. and Jefferies & Company are acting as financial advisors to XTO.