ExxonMobil enters exclusive talks to sell its stake in Esso S.A.F.

ExxonMobil plans to sell its 82.89% stake in Esso S.A.F. to North Atlantic France, valuing shares based on €1.49bn cash holdings and a price subject to several adjustments.

Share:

The American oil group ExxonMobil has announced it has entered exclusive negotiations with North Atlantic France SAS to sell its 82.89% stake in Esso S.A.F. through a put option agreement. The transaction includes a complex valuation mechanism based on available cash, the value of crude oil inventories, and a ticking fee clause.

A multi-level adjusted valuation

The base price of the transaction is set at €149.19 per share before distribution, or €32.83 per share after deducting a projected distribution of €116.36 per share. The valuation is based on an estimated €1.495bn in cash as of 31 December 2024 and a total equity value of Esso S.A.F. at €422mn. Adjustments will apply, notably through a ticking fee mechanism on two capital tranches: €362mn at €STR + 2% and €950mn at 2.40%, starting from 2 March 2025 until the completion of the sale.

Impact of distributions and asset sales

ExxonMobil is also planning an additional distribution of up to €63.36 per share, on top of a €53 dividend proposed to the general assembly on 4 June 2025. Asset disposals, including trademarks and lubricant and specialty product operations, will increase available cash and affect the final transaction price.

Transaction subject to multiple approvals

The transaction is subject to regulatory approvals and the finalisation of financing agreements. Completion is expected in the fourth quarter of 2025. Additionally, ExxonMobil intends to sell its stake in ExxonMobil Chemical France SAS to North Atlantic.

Towards a public tender offer in 2026

Following completion of the sale of the controlling block, North Atlantic would be required to launch a mandatory public tender offer for the remaining Esso S.A.F. shares under the same financial terms. If legal thresholds are met, a squeeze-out procedure could be initiated. The offer is expected to be filed in the first quarter of 2026.

Esso S.A.F. has been informed of North Atlantic’s intention to maintain current employment and benefits. The company expressed its willingness to cooperate with all parties involved and ensure operational continuity, notably through long-term agreements with ExxonMobil affiliates for crude supply, product exchanges and continued use of certain brands.

The European Commission opens an in-depth investigation into Adnoc’s purchase of German chemical group Covestro, questioning the potential impact of foreign subsidies and competition within the European internal market.
Stonepeak announces the creation of JouleTerra, a platform dedicated to the aggregation and management of grid-connected land, aimed at supporting the deployment of renewable energy infrastructure throughout the European continent.
Baker Hughes is set to acquire Chart Industries for $13.6bn, surpassing Flowserve’s offer and ending the previously announced merger between Chart and Flowserve, according to sources close to the matter.
Spanish energy group Endesa reports strong first-half profit growth but warns of insufficient incentives in the new grid remuneration framework proposed by the CNMC.
The French group posted higher sales and profitability while setting a new record for its investment backlog, driven by the electronics and energy transition sectors.
Bureau Veritas completes acquisitions in cybersecurity in Denmark, nuclear in Germany, and transition services in South Korea, further strengthening its coverage of strategic high-growth markets.
Macquarie finalises the acquisition of Erova Energy, further strengthening its capabilities in the management and optimisation of renewable assets in the United Kingdom and Ireland amid rapid sector growth.
An agreement between Iberdrola and Echelon provides for the creation of a joint venture dedicated to the development of data centres in Spain, including an initial 144 MW site in Madrid, strengthening integration between energy and digital infrastructure.
TenneT strengthened its investments in electricity infrastructure in the Netherlands and Germany, reaching EUR 5.5 bn over six months, while a decision on the financing structure of its German subsidiary is expected in September 2025.
Eni is considering increasing its share buyback programme after financial results exceeded expectations, with reduced debt and revised annual targets in the gas segment.
Despite a sharp decline in sales and prices, Vallourec improved its profitability and issued an upward forecast for its gross operating income in the second half of 2025.
Eni announces a sharp decline in quarterly net profit, the result of lower oil prices and a weaker dollar, while maintaining a strengthened dividend policy and a development trajectory in renewables.
EDF is reassessing its industrial priorities and streamlining investments, as net profit falls to €5.47bn ($5.94bn) in the first half of 2025 due to a weakening electricity market.
Energy group Edison posts increased sales and investments despite a less favourable market environment, advancing its renewables development and strengthening its positions in Italy.
SEGULA Technologies opens an office in Cape Town, strengthening its presence in the African market and targeting expansion in energy, rail, and automotive sectors, in partnership with South African industrial firm AllWeld.
GE Vernova's revenue rose by 11% in the second quarter, driven by momentum in its Power activities, as the US group raised its financial targets for 2025.
The Allrig group is expanding its operations in Saudi Arabia, supported by AstroLabs, to boost energy efficiency and address the growing needs of the local oil sector.
Saipem and Subsea7 formalise their merger agreement, resulting in the creation of Saipem7, an international energy services player with consolidated revenue of €21bn and an order backlog of €43bn.
TotalEnergies reports a significant decrease in net profit and revenue for the second quarter, while relying on growth in its hydrocarbon and electricity production to sustain profitability and global ambitions.
Exus Renewables North America finalizes $308.2 million financing for two major solar portfolios in New Mexico and wind projects in Pennsylvania, showcasing the expansion of large-scale renewable assets across multiple U.S. markets.