ExxonMobil Corp. agreed Wednesday to buy Calgary’s Celtic Exploration Ltd., a producer with a basket of natural gas-rich unconventional property in the Montney and Duvernay shales, for an estimated US$3.14 billion, including debt. The deal has a cash value of about $2.6 billion.

The acquisition by unit ExxonMobil Canada includes 545,000 net acres in the Montney Shale, 104,000 net acres in the Duvernay and additional acreage in other areas of Alberta. Production currently averages a total of 72 MMcf/d of natural gas and 4,000 b/d of crude, condensate and natural gas liquids. At the end of 2011 the property included 128 million boe of proved plus probable reserves, of which 76% are natural gas and 24% are crude, condensate and NGLs.

“This acquisition will add significant liquids-rich resources to our existing North American unconventional portfolio,” said ExxonMobil Canada President Andrew Barry. “Our financial and technical strength will enable us to maximize resource value by leveraging the experience of ExxonMobil subsidiary XTO Energy, a leading U.S. oil and natural gas producer which has expertise in developing tight gas, shale oil and gas and coalbed methane.”

Close to 60 Celtic employees are to be given the opportunity to transition to ExxonMobil.

Under the agreement Celtic shareholders would receive C$24.50/share and one-half share of a newly established company, which would hold assets not included in the agreement. The offer represents a 35% premium to Celtic’s closing price on Tuesday of C$18.12/share.

The assets in the new company are to include acreage in the Inga area in British Columbia, as well as oil and gas properties in the Grande Cache area and in Karr, Alberta.

The agreement still requires approval by Celtic shareholders and regulators. The transaction includes a C$90 million breakup fee that is payable under certain circumstances by Celtic.

ExxonMobil Canadian affiliate Imperial Oil Ltd. is not a party to the transaction “but may elect to participate at a later date through its existing agreement with ExxonMobil Canada that provides for up to equal participation in new Canadian upstream opportunities. Imperial Oil Ltd. has advised that it is currently evaluating this opportunity.”

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