ExxonMobil to sell French subsidiary Esso to Canadian energy group
- Employees to remain on same employment terms.
- Esso brand will remain at retail fuel stations.
- Chemical, Lubes and Specialty Products will continue to be marketed in France.
With the exception of those part of the previously announced redundancy plan, all of the approximately 1,350 employees in France will be retained and remain on the same employment terms and conditions.
The acquisition price of the Controlling Stake would correspond to a price of €149.19 per Esso SAF share before any distribution by Esso SAF, or a price of €32.83 per share, assuming a total distributed amount of €116.36 per share before the completion of the proposed acquisition (see below) and before application of the adjustments described below.
This price per Esso SAF share was set on the basis of an amount of cash as of December 31, 2024 not yet distributed equal to €1,495,716,000 and a base price for 100% of Esso SAF shares equal to €422,000,000.
This acquisition price would be subject to the following adjustments (based on 100% of the capital):
- a downward adjustment to the amount of cash that Esso SAF would distribute before the completion of the Controlling Stake sale transaction (see below);
- an upward adjustment by a “ticking fee” mechanism corresponding to the amount of interest calculated (i) on a first basic amount of €362,000,000 at the European short-term interest rate (€STR) increased by 2% per year between March 2, 2025 and the date of completion of the transaction, and (ii) on a second basic amount of €950,000,000 at the rate of 2.40% per year between March 2, 2025 and the date of completion of the transaction;
- a downward or upward adjustment to reflect changes in the value of Esso SAF's inventories, in an amount equal to the difference between the value of ten million barrels of crude oil as of December 31, 2024 and the price of that same number of barrels of crude oil on the date of completion of the transaction.
The price of the sale of the activities and assets to be sold by Esso SAF as part of the carve-out described below would increase the amount of available cash of Esso SAF and will be taken into account in the adjustments described above.
The final price for the acquisition of the Control Block would be definitively fixed before the completion of this transaction and will be the subject of public information in due course.
Given the level of excess cash available, ExxonMobil has agreed to use its reasonable efforts to ensure that Esso SAF makes, prior to the completion of the transaction, an additional distribution of up to €63.36 per Esso SAF share (in addition to the distribution of a dividend of €53 per Esso SAF share submitted to the Ordinary General Meeting convened on June 4, 2025 and to be paid - subject to approval by said meeting - on July 10, 2025).
The parties have also informed Esso SAF that members of the ExxonMobil group are expected to acquire certain trademarks and other intellectual property rights that are part of Exxon Mobil Corporation's overall brand portfolio and are currently held by Esso SAF for historical reasons, as well as the lubricants and specialty products marketing businesses currently operated by Esso SAF. As indicated above, the price paid for these transactions will increase Esso SAF's available cash flow and will be reflected in the price adjustments described above.
Esso SAF has also been informed of ExxonMobil's intention to sell its entire stake in ExxonMobil Chemical France SAS ("EMCF") to North Atlantic.
The proposed transaction will be submitted to the competent staff representative bodies in accordance with applicable legal provisions.
If the definitive transaction documents are signed, the completion of the acquisition of the Controlling Stake would be subject to obtaining certain regulatory authorizations as well as the finalization of certain financing agreements, and is expected to occur during the last quarter of 2025.
Following the completion of the sale of the Controlling Block, Esso SAF is contemplated to enter into long-term agreements with certain ExxonMobil affiliates, including (i) certain agreements to ensure the continuity of crude oil supply to the site, the continued purchase and sale of raw materials and manufactured products (fuels, lubricants and specialty products) with ExxonMobil affiliates and (ii) certain intellectual property agreements for the continued operation of the refinery units and the marketing of gasoline under the Esso brands in France.
In accordance with applicable laws, following the proposed acquisition of the controlling interest in Esso SAF, North Atlantic would file a mandatory tender offer for the remaining shares of Esso SAF on the same financial terms as the block acquisition (the “Offer”). If the legal conditions are met at the end of the Offer, North Atlantic would request the implementation of a squeeze-out procedure. The tender offer is expected to be filed during the first quarter of 2026.
In this context, the Board of Directors of Esso SAF should issue a reasoned opinion on the Offer and its consequences for Esso SAF, its shareholders and its employees. This reasoned opinion would be issued in light of the report of an independent expert appointed by the Board of Directors, which would include an opinion on the price offered in the context of a possible mandatory squeeze-out.
Esso SAF has acknowledged the proposed transaction, including North Atlantic's intention to maintain employment, existing compensation, and benefits, and is ready to work with North Atlantic, employee representative bodies, and all relevant parties. Esso SAF remains fully committed to continuing to operate in a safe and reliable environment and to continuing to supply its customers without interruption.
“ExxonMobil has been operating in France for over 120 years and we plan to maintain a significant commercial presence with the Esso brand at around 750 retail sites across the country,” said Tanya Bryja, senior vice president of ExxonMobil Product Solutions. “France remains an important market for us, and we will continue to support customers with sales of chemicals, finished lubricants, base stocks, synthetics, and other specialty products as well.”
“This is a pivotal moment for North Atlantic as we enhance our transatlantic presence and commitment to energy security through innovative energy solutions aligned with global energy needs,” added Ted Lomond, President and CEO of North Atlantic. “We are eager to consolidate Gravenchon’s role as a vital center of French energy and industry for decades to come and grow North Atlantic into a premier transatlantic energy company.”
ExxonMobil continually evaluates its business globally and the proposed sale is aligned with its business strategy.
Europe is an important region for ExxonMobil where there will continue to be a meaningful presence.
Esso S.A.F. and ExxonMobil Chemical France remain fully committed to continuing safe, reliable operations in France and to meeting all supply obligations for their customers through the transition.
The contemplated transaction will be submitted to the relevant employees’ representative bodies, in accordance with French law. Completion of the acquisition of the 82.89% interest in Esso S.A.F. and 100% of EMCF is subject to the satisfaction of customary regulatory conditions precedent and finalization of certain financial arrangements and is expected to occur in the fourth quarter of 2025.
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