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North Atlantic takes key step toward acquiring Esso S.A.F.

North Atlantic and ExxonMobil have signed an agreement for the sale of ExxonMobil’s stake in Esso S.A.F., a transaction subject to regulatory approvals and financing agreements to be finalised by the end of 2025.

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North Atlantic France SAS has entered into an acquisition agreement with ExxonMobil France Holding SAS for the full transfer of shares held in Esso S.A.F. and ExxonMobil Chemical France SAS. This marks formal progress in the transaction initiated between the two entities earlier this year. Completion remains subject to regulatory approvals and certain financing arrangements, with closing expected in the last quarter of 2025.

Adjustment mechanism indexed to Brent

The pricing adjustment mechanism, previously disclosed in the 28 May 2025 press release, will be based on the price variation of Brent crude. It will be calculated on a volume of ten million barrels, comparing the price at 31 December 2024 with the Brent price on a date preceding the inventory transfer. This aims to accurately reflect the market value of Esso S.A.F.’s stocks at the time of transaction.

Key resolutions from the Board of Directors

Esso S.A.F.’s Board of Directors, which met on 17 September 2025, approved several preparatory measures. These include the convening of a General Meeting scheduled for 4 November 2025. Shareholders will vote on the proposed distribution of reserves amounting to €60.21 per share, with payment set for 14 November. A proposal to change the company’s name following the change of control will also be on the agenda.

Targeted asset disposals to ExxonMobil

In parallel, Esso S.A.F. has approved the sale of its lubricants and specialty products business to ExxonMobil for an estimated €8mn, including €3mn in inventories. In addition, certain trademarks and intellectual property rights will be sold to ExxonMobil for €20mn. These transactions are intended to increase Esso S.A.F.’s available cash and will be included in the control block price adjustments.

Next steps before closing

Esso S.A.F.’s Board plans to appoint an independent expert to issue a report on the offer price under the public tender offer process for the remaining shares. Finalisation of the transaction is still targeted before year-end, pending necessary regulatory approvals.

Esso S.A.F.’s management has confirmed that operations will continue as normal during the transition period to maintain service to clients and industrial partners.

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