Esso Fair Value
What minorities expect from the AMF
In France, the protection of minority shareholders during a public offer rests on two pillars: the AMF and the independent expert.
1 – The independent expert: an essential procedural guarantee
General regulations require the designation of an independent expert when there is a controlling shareholder or a risk of mandatory withdrawal.
Its mission is to produce a fairness opinion, explicitly concluding on the fairness of the proposed price.
The expert must base their analysis on a multi-criteria evaluation (stock market comparables, recent transactions, DCF, asset values, etc.), test the robustness of assumptions and take into account determining intragroup contracts or operations.
In practice, the expert has a minimum period of 20 trading days after receiving the necessary information, but the complexity of operations like that of Esso S.A.F. justifies several months of analysis.
The AMF can intervene to guarantee the independence of the expert, including by requesting the replacement of a firm too closely linked to the initiating group (as it did in the Bolloré group's offers on the Rivaud companies).
2 – The AMF's role: price and procedure control
The AMF is not intended to substitute for the expert in determining "fair value", but it exercises rigorous control over:
- the expert's methodology,
- the coherence and completeness of their report,
- the absence of conflicts of interest.
In offers followed by mandatory withdrawal, the AMF exercises maximum vigilance: jurisprudence and doctrine highlight enhanced vigilance when the price is significantly below consolidated shareholders' equity, with the AMF assessing on a case-by-case basis based on the expert's report and documentation.
The AMF has blocking power. It can refuse its approval if it considers that the price or information provided does not guarantee sufficient protection for minorities.
3 – The requests made to the AMF
Minority shareholders expect the AMF to:
- ensure complete transparency on intragroup contracts (supply, brands, services), without which no evaluation is fair;
- closely supervise the independent expert's work, so that the hypothesis of undervaluation is effectively tested;
- enforce the principle that an offer followed by mandatory withdrawal cannot be made below published equity;
- ensure that the process and information provided ensure adequate protection of minority shareholders;
Letters to the AMF
Five official letters have been transmitted to the Autorité des marchés financiers in the context of this operation.
March 4, 2025 - First letter
The letter alerts the AMF to alleged failures by ESSO S.A.F. to comply with transparency and market abuse rules. It argues that the company withheld potentially privileged information relating to the disposal of the Fos-sur-Mer refinery, refining margins per ton and intragroup agreements with ExxonMobil, and that it disseminated misleading accounting information by multiplying so-called conservative adjustments, with artificially high working capital, undervaluation of financial assets and a contested provision for price increases.
The letter also points to fragmented financial communication, an atypically low distribution, the absence of liquidity or hedging mechanisms and risks of conflicts of interest in governance. It requests AMF action to restore complete and sincere information.
April 24, 2025 - Second letter
Based on the 2024 annual financial report published on March 19, 2025, the letter concludes that transparency deficiencies regarding related parties persist. It notes the opacity of intragroup purchase and sales flows with ExxonMobil, the absence of identification of counterparties and prices or conditions, the existence of an exclusivity of supply controlled by the group and the non-presentation, as related parties, of a treasury centralization of approximately €1.4 billion via EMCH in Hungary.
The company does not provide proof of normal conditions and does not publish a charter of agreements. The letter requests correction of the 2024 annual report before the general meeting of June 4, 2025 and invites enhanced vigilance on the compliance of future periodic publications by calling on the AMF to strengthen its recommendations on these subjects.
June 20, 2025 - Third letter
Following the announcement on May 28, 2025 of the disposal of the Esso control block to North Atlantic France SAS and the mandatory tender offer project, the letter argues that the operation, prepared in parallel with the sale of ExxonMobil Chemical France and accompanied by opaque intragroup commitments (supplies, brands, long-term contracts), exposes minority shareholders to spoliation, as shown by the immediate 10.7% drop in the share price.
It challenges the company's timetable and communication, notes a conflict of interest of the manager common to the transferred entities and estimates the offer price to be below adjusted equity. The letter asks the AMF to impose full transparency of agreements, enhanced control of the process and a timetable allowing effective contradictory examination by the independent expert and shareholders.
October 7, 2025 - Fourth letter
The letter alerts the AMF to information deficiencies: intragroup flows, actually available cash, pro forma accounts after the Fos sale. It requests reclassification of brands and the Lubricants & Specialties business as assets held for sale. It also criticizes non-recurring items (provisions, impairments) deemed insufficiently documented.
Regarding the procedure, it expresses concern about the lack of prompt appointment of the independent expert and the tight schedule, and recommends not filing the response memorandum at the same time as the offer memorandum. It advocates for an expanded scope of expertise covering key contracts and ancillary agreements. Finally, it incorporates the announced inventory adjustment and considers that the proposed price remains insufficient.
December 1, 2025 - Fifth letter
The letter alerts the AMF to the conduct of the mandatory public offer process following the sale. It denounces a loss of transparency and a risk of harm to the rights of minority shareholders, due in particular to the lack of independence of the ad hoc committee, the opacity surrounding the parallel sale of ExxonMobil Chemical France and the timetable imposed by the initiator. The letter requests the AMF to require publication of the complete mandate of the independent expert, to guarantee a genuine adversarial process before filing the information memorandum and, if necessary, to suspend the process until these conditions are met.
This approach is accompanied by a letter addressed to Ledouble, the independent expert, insisting that its analysis cover related transactions and intragroup agreements, and by a letter addressed to the ad hoc committee of the board of directors.
This latter letter criticizes the committee for its inertia in the face of abuse of chairmanship and Charles Amyot's conflict of interest during the November 4, 2025 meeting, as well as its passivity in defining the expert's mandate and controlling the procedural timetable. It demands immediate modification of the expert's mandate, communication of the engagement letter and the separation of the filing of the information memorandum and the board's opinion, under penalty of personal liability of the committee members.
Trade Unions
Trade union organizations were consulted throughout the disposal process within the framework of Central Social and Economic Committee meetings. They issued several opinions and points of vigilance regarding the timeline, transfer conditions and management communication, expressing their concern about the lack of visibility on certain operations.
Their reports and internal communications reveal a level of information often more detailed than that made available to the market, particularly regarding the transaction's progress, transferred cash and the valuation of disposed assets. These elements confirm the need for fair information between employees and minority shareholders, a point already raised in the letters addressed to the AMF.