Bredin Prat advises North Atlantic as it enters into exclusive negotiations with ExxonMobil to acquire a majority stake in Esso Société Anonyme Française and 100% of ExxonMobil Chemical France

Bredin Prat is advising North Atlantic, a key player in the energy industry with close to 40 years of experience in Atlantic Canada, as it enters into exclusive negotiations with ExxonMobil with a view to acquiring an 82.89% controlling interest in Esso Société Anonyme Française (a company listed on Euronext Paris) (“ESAF”) and 100% of ExxonMobil Chemical France (“EMCF”).

The acquisition of the 82.89% block of ESAF shares will be followed by the filing of a simplified mandatory tender offer for the remaining ESAF shares on the same financial terms as the block acquisition. If the legal conditions are met at the closing of the offer, North Atlantic will request implementation of a squeeze-out procedure.

The purchase price for the contemplated acquisition of the 82.89% interest in ESAF would correspond to a price of €149.19 per ESAF share before any distribution by ESAF (i.e., a price of €32.83 per share assuming a total distribution amount of €116.36 per share) before application of certain price adjustments. This price per ESAF share has been determined on the basis of available cash as at 31 December 2024 and not yet distributed in an amount of €1,495,716,000, and a base purchase price for 100% of the ESAF shares in an amount of €422,000,000.

ESAF and EMCF notably own the integrated petrochemicals plant based around the Port-Jérôme refinery, Notre-Dame-de-Gravenchon, in the Normandy region of France (accounting for 20% of France’s refining capacity), 14 oil terminals, three pipelines and a vast distribution network for manufactured petroleum products.

The transaction will be submitted to the relevant employee representative bodies, and will be subject to the customary regulatory conditions precedent and the establishment of certain financing arrangements.

Long-term commercial and intellectual property agreements will be entered into between ESAF and ExxonMobil group entities to ensure continuity of the site’s crude oil supply, the continued purchase and sale of feedstocks and of fuel, lubricants and specialty products with ExxonMobil affiliates and the continued operation of the refinery units, and the sale of fuels under the Esso brands in France.

The Bredin Prat team advising North Atlantic includes:

• Corporate: Alexander Blackburn and Karine Angel (partners), Ferdinand Barbé, Corentin Thomas, Adrien Bée and Claire Dangel
• Energy / Commercial Contracts: Gabrielle Reddé (counsel), Elsa Delhaye and Natasha Neale
• Tax: Anne Robert (partner), Emma Bernard and Margaux Faudemer
• Digital Law and Intellectual Property: Juliette Crouzet (counsel) and Timothée Guichoux
• FDI: Guillaume Léonard (counsel) and Ilia Tushishvili
• Competition: Pierre Honoré (partner), Wenceslas Chelini (counsel) and Guillaume André
• Employment: Laetitia Tombarello (partner), Caroline Combes (counsel) and Alexandra Lereau
• Financing : Raphaële Courtier (partner)