HOUSTON (dpa-AFX) - ConocoPhillips (COP) and Marathon Oil (MRO) have entered
into a definitive agreement pursuant to which ConocoPhillips will acquire
Marathon Oil in an all-stock deal with an enterprise value of $22.5 billion,
inclusive of $5.4 billion of net debt. Marathon Oil shareholders will receive
0.2550 shares of ConocoPhillips common stock for each share of Marathon Oil
common stock.

The acquisition is immediately accretive to ConocoPhillips on earnings, cash
from operations, free cash flow and return of capital per share to shareholders.
ConocoPhillips expects to achieve the full $500 million of cost and capital
synergy run rate within the first full year following the closing of the
transaction. The deal is expected to close in the fourth quarter of 2024.

Also, ConocoPhillips stated that it expects to increase its ordinary base
dividend by 34% to 78 cents per share starting in the fourth quarter of 2024.
Upon closing of the transaction, ConocoPhillips plans to: repurchase over $7
billion in shares in the first full year, up from over $5 billion standalone;
and repurchase over $20 billion in shares in the first three years.



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