North Atlantic France SAS announces European expansion with intention to acquire a controlling interest in Esso Société Anonyme Française SA and 100% of ExxonMobil Chemical France SAS
• Entry into exclusive negotiations with ExxonMobil France Holding SAS (“ExxonMobil”) to acquire an 82.89% controlling interest in Esso Société Anonyme Française SA (“Esso S.A.F.”) and 100% of ExxonMobil Chemical France SAS (“EMCF”)
• Ambition to consolidate Gravenchon site as a vital center of French energy and industry for decades to come and to grow North Atlantic into a premier transatlantic energy champion
• Commitment to maintain continuity in crude supply, product quality, and customer relationships at Gravenchon
• Acquisition of the block of Esso S.A.F. shares will be followed by the filing of a mandatory tender offer for the remaining shares in Esso S.A.F on the same financial terms
• Filing of the tender offer would be expected in the first quarter of 2026
ST. JOHN’S, NL, CANADA May 28, 2025 – North Atlantic France SAS (“North Atlantic”) has entered into exclusive negotiations with ExxonMobil France Holding SAS to acquire an 82.89% controlling interest in Esso S.A.F. and 100% of EMCF by signing a put option agreement (the “Put Option Agreement”). The contemplated transaction will be submitted to the relevant employees’ representative bodies, in accordance with French law.
ABOUT THE TRANSACTION
North Atlantic, a key player in the energy industry with close to 40 years of experience in Atlantic Canada, has a strong track record of operating and transforming refinery sites and seeks to build on the established success of ExxonMobil in France.
Located on a 1,500-acre site in the Normandy region of France, the combined facility isthe second largest refinery in France and one of the largest integrated chemical complexes in Western Europe. Encompassing two distillation trains, several conversion units and associated logistics facilities1, the site has the capacity to process 230,000 barrels per day of crude oil and other feedstocks.
North Atlantic’s objective is to build on this legacy through investment and by bringing its entrepreneurial agility and operational focus to increase capacity and unlock even greater value from the site. North Atlantic also aims to develop Gravenchon into a green energy hub, leveraging its infrastructure to accelerate the deployment of low-carbon fuels and renewable power.
North Atlantic is committed to delivering a comprehensive and well-managed transition, with the intention to maintain employment and existing compensation and benefits.
“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. Integrating the capabilities of the highly skilled and experienced professionals in France with our established expertise and operational excellence in Canada demonstrates our commitment to growing North Atlantic into a premier transatlantic energy company” said Ted Lomond, President and CEO of North Atlantic, President of North Atlantic France.
“We are eager to consolidate Gravenchon’s role as a vital center of French energy and industry for decades to come. We see tremendous opportunity to grow the refinery complex with a strong commitment to being a long-term, responsible steward—aligned with France’s priorities for energy security, industrial resilience, and decarbonization” said Simon Fenner, CEO of North Atlantic France.
PURCHASE PRICE
The purchase price for the contemplated acquisition of the 82.89% interest in Esso S.A.F. would correspond to a price of €149.19 per share of Esso S.A.F. before any distribution by Esso S.A.F. (amounting to a €32.83 price per share assuming a total distribution amount of c. €116.36 per share prior to the completion of the contemplated acquisition, see the “Distribution” section below) and before giving effect to the adjustments described below.
This price per share of Esso S.A.F. has been set assuming an amount of cash as of December 31, 2024 and not yet distributed equal to €1,495,716,000, and a base purchase price for 100% of the shares of Esso S.A.F equal to €422,000,000.
This purchase price would be subject to the following adjustments (on a 100% basis):
• downward adjustment to the amount of cash Esso S.A.F. would distribute prior to the completion date of the block acquisition (see the “Distribution” section below);
• upward adjustment by a ticking fee mechanism corresponding to accrued interest on (i) a first base amount of €362,000,000 at the euro short-term rate plus 2% per annum between March 2, 2025 and the completion date, and (ii) a second base amount of €950,000,000 at a rate of 2.40% per annum between March 2, 2025 and the completion date;
• upward or downward adjustment to reflectthe change in the value of Esso S.A.F.’s inventory and equal to the difference between the crude oil value of ten (10) million barrels as of December 31, 2024 and the crude oil value of the same number of barrels as of the completion date.
The purchase price paid for the contemplated carved-out business and for the carved-out assets (see the “Carve-outs” paragraph of the “Other Key Terms” section below) will increase the available cash of Esso S.A.F. and be taken into account in the purchase price adjustments described above.
The final price for the contemplated acquisition of the 82.89% interest in Esso S.A.F. would be set definitively prior to completion of the block acquisition and will be communicated to the public in due course.
DISTRIBUTIONS FROM ESSO S.A.F.
Given the level of available cash, ExxonMobil has agreed to use its commercially reasonable efforts to cause Esso S.A.F. to make) an additional distribution prior to completion of the block acquisition up to €63.36 per Esso S.A.F. shares (in addition to the distribution of a dividend of €53 per Esso S.A.F. share submitted to the shareholders meeting to be held on June 4 2025 and to be paid (subject to approval by said shareholders meeting) on July 10, 2025).
TIMELINE – MANDATORY TENDER OFFER
Assuming signing of the definitive acquisition agreement, completion of the contemplated acquisition of the 82.89% interest in Esso S.A.F. and 100% of EMCF would be subject to the satisfaction of customary regulatory conditions precedent and establishment of certain financing arrangements, and is expected to occur in the fourth quarter of 2025.
In accordance with applicable laws, following the contemplated acquisition of the controlling interest in Esso S.A.F., North Atlantic would file a mandatory tender offer, for the remaining shares in Esso S.A.F. on the same financial terms as the block acquisition. If the legal conditions are met at the end of the offer, North Atlantic will request the implementation of a squeeze-out procedure. The filing of the tender offer is expected to take place in the first quarter of 2026.
OTHER KEY TERMS
• Carve-outs: members of the ExxonMobil group would acquire trademark registrations and other intellectual property rights which are part of the Exxon Mobil Corporation global trademark portfolio currently owned by Esso S.A.F. and EMCF for historical reasons, as well as the lubricant and specialty marketing businesses currently operated by Esso S.A.F. As mentioned above, the purchase price for such contemplated transactions will increase the available cash of Esso S.A.F. and be taken into account in the purchase price adjustments for the contemplated acquisition of the 82.9% interest in Esso S.A.F.
• Financing: the block acquisition would be financed by equity commitments from direct or indirect shareholders of North Atlantic and by external debt to be secured.
• Long-term agreements with ExxonMobil affiliates: following closing of the block acquisition, it is contemplated that Esso S.A.F. would enter into long-term agreements with certain ExxonMobil affiliates, notably (i) certain agreements to ensure continuity in the site’s crude supply, the continuous buy and sell of feedstocks and manufactured fuel, lubricants and specialties products with ExxonMobil affiliates and (ii) certain intellectual property agreements for the continued operation of the refinery’s units and the marketing of fuels under the Esso brands in France
1 The closure of the steam cracker and upstream activities at the EMCF site in Port Jérôme-sur-Seine was announced in April 2024.
ABOUT NORTH ATLANTIC
For nearly four decades, North Atlantic has been a market leader in the retail gas and convenience sector, as well as the residential, commercial, and wholesale fuel industries in Newfoundland and Labrador. Recently, in partnership with Petro-Canada, a Suncor business, North Atlantic expanded its retail division into Nova Scotia and Prince Edward Island, through North Sun Energy. As managing partner, North Atlantic operates 110 fuel retail sites across all three provinces, including three commercial cardlock sites (55 in Newfoundland and Labrador, 44 in Nova Scotia, and 11 in Prince Edward Island). North Sun Energy has ambitious plans for future growth and development in strategic locations across the region.
Known for its expertise in acquiring and delivering exceptional products, North Atlantic caters to both domestic and industrial sectors while also serving global clients through their marine bunkering distribution channels.
North Atlantic is committed to strategic growth to deliver innovative and green energy solutions aligned with evolving global needs. By driving industry progress, North Atlantic is supporting new skills and new jobs for this dynamic landscape. North Atlantic remains committed to providing exceptional energy, fuel and convenience retail initiatives that enhance customer experience while fostering economic growth in the communities they serve in Canada and beyond.
For additional information
Canada: Mark Duggan – markduggan@northatlantic.ca
1-709-687-3136
France: Brunswick Group – northatlantic@brunswickgroup.com
Hugues Boëton – 06 79 99 27 15
Benoit Grange – 06 14 45 09 26