North Atlantic France SAS has entered into a definitive agreement with ExxonMobil France Holding SAS to acquire ExxonMobil’s entire stake in Esso Société Anonyme Française SA (Esso S.A.F.) and ExxonMobil Chemical France SAS. The agreement follows exclusive negotiations that began in May 2025 and represents a significant step in North Atlantic’s strategy to establish a long-term presence in France.
Strategic Acquisition Supports European Energy Security
The transaction marks an important milestone in North Atlantic’s project to contribute to European energy security, industrial resilience, and energy transition initiatives. The acquisition centres on the Gravenchon refinery complex, positioning North Atlantic to strengthen France’s domestic energy capabilities while supporting the transition to lower-carbon solutions.
Ted Lomond, President and CEO of North Atlantic and President of North Atlantic France, emphasised the long-term commitment underlying the acquisition: “Our commitment to France is long-term. By building on Gravenchon’s record of industrial excellence, we aim to strengthen energy security and resilience while accelerating the transition to lower-carbon solutions. This project reflects our ambition to grow North Atlantic into a premier transatlantic energy company, with strong foundations on both sides of the Atlantic.”
Transaction Structure and Regulatory Requirements
The completion of the acquisition remains subject to customary regulatory conditions, including foreign direct investment control approvals in France and finalisation of certain financing arrangements. The transaction is expected to close in Q4 2025, following satisfaction of these conditions.
Simon Fenner, CEO of North Atlantic France, confirmed the company’s commitment to completing the transaction: “With the signing of this agreement, North Atlantic reaffirms its ambition to consolidate the Gravenchon site and provide it with an ambitious development plan to serve the French energy and industrial sectors. We are firmly committed to completing the transaction by year-end.”
Mandatory Tender Offer and Shareholder Distributions
As announced in May 2025, North Atlantic will file a mandatory tender offer for the remaining shares of Esso S.A.F. following completion of the controlling block acquisition, offering the same financial terms to minority shareholders. The Board of Directors of Esso S.A.F. has scheduled a shareholders meeting for November 4, 2025, to approve a proposed distribution of reserves amounting to €60.21 per share, with payment scheduled for November 14, 2025.
Price Adjustments Reflect Negotiated Terms
During negotiations between ExxonMobil and North Atlantic, the parties agreed to a downward adjustment of the purchase price for the controlling block to reflect certain social liabilities. This adjustment will not affect the price offered to minority shareholders in the mandatory tender offer.
The final acquisition price will incorporate several adjustments, including downward adjustments to reflect cash distributions by Esso S.A.F. totalling €113.21 per share (comprising a €53 per share dividend paid in July 2025 and the proposed €60.21 per share distribution scheduled for November 2025).
Additional adjustments include an upward ticking fee mechanism corresponding to accrued interest on specified base amounts, and potential adjustments reflecting changes in the euro value of Esso S.A.F.’s inventory based on crude oil valuations.
Employment and Operational Continuity
North Atlantic has reiterated its commitment to delivering a comprehensive and well-managed transition, with intentions to maintain employment levels and preserve existing compensation and benefits for employees. The company’s approach emphasises operational continuity during the ownership transition.
Market Impact and Future Outlook
The acquisition represents a significant consolidation in the French refining sector, with North Atlantic positioning itself as a key player in European energy markets. The transaction’s completion will establish North Atlantic’s operational presence in France while supporting the country’s energy infrastructure and transition objectives.
The final purchase price will be definitively established prior to transaction completion and communicated to the market accordingly, with closing anticipated in Q4 2025 subject to regulatory approvals and financing finalisation.
For more information visit www.northatlantic.ca
