ConocoPhillips (NYSE:COP) entered into a definitive agreement to acquire Marathon Oil Corporation (NYSE:MRO) from The Vanguard Group, Inc., BlackRock, Inc. (NYSE:BLK), State Street Corporation (NYSE:STT), Invesco Ltd. (NYSE:IVZ) and others for $17.2 billion May 28, 2024. Under the terms of the agreement, Marathon Oil shareholders will receive 0.2550 shares of ConocoPhillips common stock for each share of Marathon Oil common stock. Upon termination of the Merger Agreement under specified circumstances, Marathon would be required to pay ConocoPhillips a termination fee of $557 million. The ConocoPhillips Center in Houston will remain the company?s headquarters.

The completion of the Merger is subject to satisfaction or waiver of certain customary mutual closing conditions, including the receipt of the required approvals from Marathon stockholders; the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the ?HSR Act?); certain other specified regulatory approvals having been obtained; the effectiveness of the registration statement on Form S-4 to be filed by ConocoPhillips pursuant to which the shares of ConocoPhillips common stock to be issued in connection with the Merger are registered with the Securities and Exchange Commission (the ?SEC?); the authorization for listing of ConocoPhillips common stock to be issued in connection with the Merger on the NYSE. Transaction has been unanimously approved by the board of directors of ConocoPhillips and Marathon Oil. The transaction is expected to close in the fourth quarter of 2024. Acquisition is immediately accretive to ConocoPhillips on earnings, cash from operations, free cash flow and return of capital per share to shareholders.

Evercore is serving as ConocoPhillips? financial advisor and Gregory E. Ostling and Zachary S. Podolsky of Wachtell, Lipton, Rosen & Katz serving as ConocoPhillips? legal advisor for the transaction. Morgan Stanley & Co. LLC is serving as Marathon Oil?s financial advisor and Sean T. Wheeler, Debbie P. Yee, Camille E. Walker, Rachael Lichman; Julian Seiguer, Atma Kabad, David Wheat, Bill Dong, Ian John, Chuck Boyars, Thomas Wilson, Athina Van Melkebeke, Rob Fowler and Stephanie Jeane of Kirkland & Ellis LLP acted as Marathon Oil?s legal advisor for the transaction. Morgan Stanley & Co. LLC acted as fairness opinion provider to the board of Marathon Oil. Rob Masella, Mike Patrone, Deborah Birnbach, Amanda Gill, Christina Louise, Ademola, Wei Xu and Will Stanton of Goodwin Procter LLP acted as legal advisor to Morgan Stanley & Co. LLC. Marathon Oil has retained the Marathon Oil proxy solicitor to assist in the solicitation process. Marathon Oil will pay the Marathon Oil proxy solicitor a fee of $50,000, plus reasonable out-of-pocket expenses and fees for any additional services. Computershare Shareowner Services LLC acted as transfer agent for ConocoPhillips. Computershare Trust Company, National Association acted as transfer agent for Marathon.