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.
