Esso Fair Value

Points of attention for Esso S.A.F. minority shareholders

Several economic, informational and governance risks can be identified at this stage based on public information. They call for clarifications within the framework of independent expertise and AMF approval.

Points of attention

1. A potentially undervalued price

The historical reference price of €149.19 per share (€149.19 before distributions, or €32.83 net illustrative in the initial announcements) was already below the published consolidated shareholders' equity, which stood at €175.1 per share as of December 31, 2024.

Since then, the sequence of contractual adjustments and successive distributions has further reduced the price level, reinforcing the idea that it does not fully reflect certain valuation approaches.

2. Possible structuring effects linked to the concomitant sale of ExxonMobil Chemical France (EMCF)

It is possible that the sale of EMCF, which is loss-making, may influence the overall economic balance. According to our readings, there is a risk that Esso S.A.F.'s valuation may absorb or compensate for some of the constraints related to EMCF.

  • EMCF lost –€515M in 2023; and –€486M for the fiscal year ending December 31, 2024
  • It is artificially supported by an intragroup debt of €277.6M, as shown in the "other loans and financial debts" item in the financial statements as of December 31, 2024, expressly corresponding to financial debts to "companies related to the ExxonMobil group."
  • the scheduled closure of its steam cracker represents more than €200M in costs.

Commentary: In this context, one possible reading could be that EMCF's sale is carried out at a negative price. Esso S.A.F.'s undervaluation, under this hypothesis, would therefore likely serve as an adjustment variable: Esso S.A.F. minorities would find themselves indirectly subsidizing ExxonMobil's exit from chemicals in France.

3. Financial elements concerning ExxonMobil France Holding (EMFH)

The 2024 annual accounts of ExxonMobil France Holding SAS (p. 16, see Documents section) indicated a planned capital increase in ExxonMobil Chemical France financed by intragroup borrowing.

The filed documents confirm the completion, on September 24, 2025, of a cash capital increase of €70M, immediately followed by a capital reduction of the same amount, as evidenced by the minutes of the written consultation of the sole shareholder.

This sequence of operations, neutral on final capital but significant in terms of the financial flows it implies between EMFH and EMCF, raises questions about the economic destination of the contributed funds. Such intragroup flows may fall within the scope of the European regulation on foreign subsidies, mentioned in North Atlantic's press release of November 10, 2025.

Commentary: These elements warrant particular attention in order to fully understand intragroup cash movements and their potential impact on Esso S.A.F.'s valuation.

4. Observed opacity on intragroup commitments

If such an arrangement is possible, it is because ExxonMobil has maintained for years a voluntary opacity on intragroup agreements:

  • supplies,
  • brand licenses,
  • internal services,
  • operational and material post-sale dependencies.

Commentary: These contracts are crucial for Esso S.A.F.'s value, but they are neither published nor described in an intelligible manner. With regard to IAS 24 standard, certain public information does not appear sufficiently detailed to assess the economic impact of the agreements. These points have been reported to the AMF to obtain clarifications, as this opacity may distort any fair evaluation and deprive minorities of the means to judge the real value of their shares.

5. Points of attention regarding governance and degree of competitive bidding

  • The start of the ticking fee on March 2, 2025 may suggest that advanced discussions were underway before the announcement, which calls for greater transparency on the timeline
  • Until September 2025, Mr. Charles Amyot held management positions within both Esso S.A.F. and ExxonMobil Chemical France. This combination of roles, during the preparation and negotiation phase of the operation, was likely to create situations of potential conflicts of interest, which justifies increased vigilance from the independent expert and the AMF, although Mr. Amyot has since resigned from his positions at EMCF.
  • The degree of competitive bidding does not appear sufficiently documented in the current state

Commentary: In summary, if confirmed, these observations could be of a nature to harm the economic interests of minority shareholders, to the benefit of EMCF. They justify at this stage clarifications and an in-depth examination by the independent expert and the AMF.

Recent Cases of Offer Price Revaluation for Minority Shareholders

The review of recent public offers shows that, when the initial offer has obvious weaknesses or is based on insufficient communication, determined and informed shareholders frequently succeed in obtaining a reopening of the case and a substantial revaluation of the price.

  • → Tarkett (2024): Mandatory tender offer at the initial price of €16 per share, raised to €17 per share
  • → Unibel (2021): Simplified public offer initially set at €980 per share, raised to €1,180 per share
  • → Believe (2024): Mandatory tender offer project initially set at €15.30, raised to €17.20 per share
  • → IDSUD (2022): Initial price of €192.55, adjusted to €220 per share

These precedents show that the price offered to minorities is not a fixed figure: as long as an informed adversarial debate takes place and the independent expert has a real scope of analysis, significant corrections are possible. Any absence of adjustment in Esso S.A.F.'s situation, while several elements of undervaluation appear documented, would therefore deserve to be justified in a reasoned manner.

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