Filed by Exxon Mobil
Corporation
(Commission File
No.: 001-02256)
Pursuant to Rule
425 of the Securities Act of 1933
Subject Company:
Denbury Inc.
(Commission File
No.: 001-12935)
ExxonMobil Second
Quarter 2023 Earnings Call Slide and Prepared Remarks
This slide and corresponding transcript
present images and prepared remarks related to ExxonMobil’s announced Denbury acquisition during ExxonMobil’s second quarter
2023 earnings call held on July 28, 2023.
![](https://www.sec.gov/Archives/edgar/data/945764/000095010323011000/image_001.jpg)
Combining Denbury’s assets and
experience with our capabilities will significantly accelerate and expand our ability to profitably help customers reduce their emissions
and allow ExxonMobil to play an even greater role in a thoughtful energy transition.
It significantly enhances our competitive
position and offers a compelling customer proposition to economically reduce emissions in hard-to-decarbonize heavy industries which,
today, have limited, practical options.
Of Denbury’s 1,300 miles of CO2
pipeline, roughly 70% are in the Gulf Coast states of Louisiana, Texas, and Mississippi — one of the largest U.S. markets
for CO2 reduction and home to some of ExxonMobil’s largest integrated refining and chemical sites and nine of their
ten strategically-located CO2 storage sites are also in this region.
We believe the transaction synergies
will drive strong growth and returns. A cost-efficient transportation and storage system accelerates CCS deployment for both ExxonMobil
and our third-party customers. It supports multiple low-carbon value chains – including CCS, hydrogen, ammonia, and biofuels.
Ultimately, we see an opportunity to
create a CCS business with the capacity to reduce emissions across the Gulf Coast by up to 100 million tons per year.1 This
transaction will help us do that at a lower cost and faster pace. In fact, we see the potential for a third of the opportunity being
actionable in the near term.
Which takes us to our customers. Our
latest offtake agreement extends our CCS customer base beyond industrial gas and fertilizers into steel. This project will tie into the
same CO2 transportation and storage infrastructure we’ll use to serve CF Industries, located just 10 miles from Nucor.
Focusing our efforts and investments in areas with concentrated sources of emissions allows us to capture the benefits of scale, reduce
our spend per ton of CO2 captured and improves returns.
Our work with Nucor supports Louisiana’s
goal of reaching net-zero greenhouse gas emissions by 2050 and it increases the total amount of CO2 we’ve agreed to
transport and store for customers to 5 million metric tons per year – equivalent to replacing 2 million cars with EVs, roughly
the same number of electric vehicles on the road in the United States today.2 With the planned Denbury acquisition, the potential
reduction could be up to 20 times that.
As demonstrated by these new developments,
we’re continuing to make significant progress in our plans to lead industry in helping society reduce emissions.
__________________
1 Subject to additional investment
by ExxonMobil and permitting for carbon capture and storage projects.
2 ExxonMobil analysis based
on assumptions for U.S. in 2022, including average distance traveled, fuel efficiency, average power grid carbon intensity, electric
vehicle charging efficiency and other factors. Gas-powered cars include light-duty vehicles (cars, light trucks and SUVs).
Important Information about the Transaction
and Where to Find It
In connection with the proposed transaction
between Exxon Mobil Corporation (“ExxonMobil”) and Denbury Inc. (“Denbury”), ExxonMobil and Denbury will file
relevant materials with the Securities and Exchange Commission (the “SEC”), including a registration statement on Form S-4
filed by ExxonMobil that will include a proxy statement of Denbury that also constitutes a prospectus of ExxonMobil. A definitive proxy
statement/prospectus will be mailed to stockholders of Denbury. This communication is not a substitute for the registration statement,
proxy statement or prospectus or any other document that ExxonMobil or Denbury (as applicable) may file with the SEC in connection with
the proposed transaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS OF EXXONMOBIL AND DENBURY ARE
URGED TO READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED
WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE
BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security
holders may obtain free copies of the registration statement and the proxy statement/prospectus (when they become available), as well
as other filings containing important information about ExxonMobil or Denbury, without charge at the SEC’s Internet website (http://www.sec.gov).
Copies of the documents filed with the SEC by ExxonMobil will be available free of charge on ExxonMobil’s internet website at www.exxonmobil.com
under the tab “investors” and then under the tab “SEC Filings” or by contacting ExxonMobil’s Investor Relations
Department at investor.relations@exxonmobil.com. Copies of the documents filed with the SEC by Denbury will be available free of charge
on Denbury’s internet website at https://investors.denbury.com/investors/financial-information/sec-filings/ or by directing a request
to Denbury Inc., ATTN: Investor Relations, 5851 Legacy Circle, Suite 1200, Plano, TX 75024, Tel. No. (972) 673-2000. The information
included on, or accessible through, ExxonMobil’s or Denbury’s website is not incorporated by reference into this communication.
Participants in the Solicitation
ExxonMobil, Denbury, their respective
directors and certain of their respective executive officers may be deemed to be participants in the solicitation of proxies in respect
of the proposed transaction. Information about the directors and executive officers of Denbury is set forth in its proxy statement for
its 2023 annual meeting of stockholders, which was filed with the SEC on April 18, 2023, and in its Form 10-K for the year ended December
31, 2022, which was filed with the SEC on February 23, 2023. Information about the directors and executive officers of ExxonMobil is
set forth in its proxy statement for its 2023 annual meeting of stockholders, which was filed with the SEC on April 13, 2023, and in
its Form 10-K for the year ended December 31, 2022, which was filed with the SEC on February 22, 2023. Additional information regarding
the participants in the proxy solicitations and a description of their direct or indirect interests, by security holdings or otherwise,
will be contained in the proxy statement/prospectus and other relevant materials filed with the SEC when they become available.
No Offer or Solicitation
This communication is for informational
purposes and is not intended to, and shall not, constitute an offer to sell or the solicitation of an offer to buy any securities or
a solicitation of any vote or approval, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities
Act of 1933, as amended.
Forward-Looking Statements
This communication contains “forward-looking
statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended. In this context, forward-looking statements often address future
business and financial events, conditions, expectations, plans or ambitions, and often contain words such as “expect,” “anticipate,”
“intend,” “plan,” “believe,” “seek,” “see,” “will,” “would,”
“target,” similar expressions, and variations or negatives of these words, but not all forward-looking statements include
such words. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements
about the consummation of the proposed transaction and the anticipated benefits thereof. All such forward-looking statements are based
upon current plans, estimates, expectations and ambitions that are subject to risks, uncertainties and assumptions, many of which are
beyond the control of ExxonMobil and Denbury, that could cause actual results to differ materially from those expressed in such forward-looking
statements. Important risk factors that may cause such a difference include, but are not limited to: the completion of the proposed transaction
on anticipated terms and timing, or at all, including obtaining regulatory approvals that may be required on anticipated terms and Denbury
stockholder approval; anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies,
economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies for the management,
expansion and growth of the combined company’s operations and other conditions to the completion of the merger, including the possibility
that any of the anticipated benefits of the proposed transaction will not be realized or will not be realized within the expected time
period; the ability of ExxonMobil and Denbury to integrate the business successfully and to achieve anticipated synergies and value creation;
potential litigation relating to the proposed transaction that could be instituted against ExxonMobil, Denbury or their respective directors;
the risk that disruptions from the proposed transaction will harm ExxonMobil’s or Denbury’s business, including current plans
and operations and that management’s time and attention will be diverted on transaction-related issues; potential adverse reactions
or changes to business relationships resulting from the announcement or completion of the merger; rating agency actions and ExxonMobil
and Denbury’s ability to access short- and long-term debt markets on a timely and affordable basis; legislative, regulatory and
economic developments, including regulatory implementation of the Inflation Reduction Act, timely and attractive permitting for carbon
capture and storage by applicable federal and state regulators, and other regulatory actions targeting public companies in the oil and
gas industry and changes in local, national, or international laws, regulations, and policies affecting ExxonMobil and Denbury including
with respect to the environment; potential business uncertainty, including the outcome of commercial negotiations and changes to existing
business relationships during the pendency of the merger that could affect ExxonMobil’s and/or Denbury’s financial performance
and operating results; certain restrictions during the pendency of the merger that may impact Denbury’s ability to pursue certain
business opportunities or strategic transactions or otherwise operate its business; acts of terrorism or outbreak of war, hostilities,
civil unrest, attacks against ExxonMobil or Denbury, and other political or security disturbances; dilution caused by ExxonMobil’s
issuance of additional shares of its common stock in connection with the proposed transaction; the possibility that the transaction may
be more expensive to complete than anticipated, including as a result of unexpected factors or events; changes in policy and consumer
support for emission-reduction products and technology; the impacts of pandemics or other public health crises, including the effects
of government responses on people and economies; global or regional changes in the supply and demand for oil, natural gas, petrochemicals,
and feedstocks and other market or economic conditions that impact demand, prices and differentials, including reservoir performance;
changes in technical or operating conditions, including unforeseen technical difficulties; those risks described in Item 1A of ExxonMobil’s
Annual Report on Form 10-K, filed with the SEC on February 22, 2023, and subsequent reports on Forms 10-Q and 8-K, as well as under the
heading “Factors Affecting Future Results” on the Investors page of ExxonMobil’s website at www.exxonmobil.com (information
included on or accessible through ExxonMobil’s website is not incorporated by reference into this communication); those risks described
in Item 1A of Denbury’s Annual Report on Form 10-K, filed with the SEC on February 23, 2023, and subsequent reports on Forms 10-Q
and 8-K; and those risks that will be described in the registration statement on Form S-4 and accompanying prospectus available from
the sources indicated above. References to resources or other quantities of oil or natural gas may include amounts that ExxonMobil or
Denbury believe will ultimately be produced, but that are not yet classified as “proved reserves” under SEC definitions.
These risks, as well as other risks
associated with the proposed transaction, will be more fully discussed in the proxy statement/prospectus that will be included in the
registration statement on Form S-4 that will be filed with the SEC in connection with the proposed transaction. While the list of factors
presented here is, and the list of factors to be presented in the registration statement on Form S-4 will be, considered representative,
no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant
additional obstacles to the realization of forward-looking statements. We caution you not to place undue reliance on any of these forward-looking
statements as they are not guarantees of future performance or outcomes and that actual performance and outcomes, including, without
limitation, our actual results of operations, financial condition and liquidity, and the development of new markets or market segments
in which we operate, may differ materially from those made in or suggested by the forward-looking statements contained in this communication.
Neither ExxonMobil nor Denbury assumes any obligation to publicly provide revisions or updates to any forward-looking statements, whether
as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities
and other applicable laws. Neither future distribution of this communication nor the continued availability of this communication in
archive form on ExxonMobil’s or Denbury’s website should be deemed to constitute an update or re-affirmation of these statements
as of any future date.
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