Understanding the Operation
1 - The Initiator
Who is North Atlantic?
North Atlantic France SAS is an investment company created for the operation, backed by the North Atlantic infrastructure fund.
Sector / strategy: the fund focuses on energy and industrial assets in Europe, with a long-term investment logic and industrial partnership approach.
Stated project: ensure the continuity of Esso S.A.F.'s activities, maintain supplies in France and rely on long-term contracts concluded with ExxonMobil (crude oil supply, refining, logistics).
North Atlantic
Overview of the North Atlantic infrastructure fund.
North Atlantic Press Release
Finalization of the sale of Esso S.A.F. to North Atlantic and change of company name.
Analysis of North Atlantic's Profile
Public information shows that North Atlantic's presentation as an experienced refinery operator only partially corresponds to reality.
North Atlantic France SAS, the entity acquiring Esso S.A.F., has never operated a refinery. The reference highlighted in press releases actually refers to North Atlantic Refining, a separate company based in Canada, linked to Silverpeak and Cresta, which operated the former Come By Chance refinery until its closure in 2020, followed by its recent conversion into a bio-refinery under the name Braya Renewable Fuels. This facility is recent, very different in nature from Port-Jérôme, and its operation relies on a consortium of investment funds rather than an integrated industrial operator.
The ownership structure around North Atlantic primarily relies on three American investors (Silverpeak, Cresta Fund Management, and Energy Capital Partners), whose teams do not overlap and who each operate in different areas. This fragmented structure contrasts with North Atlantic's communication, which suggests the existence of a homogeneous group with extensive industrial experience.
Finally, North Atlantic's documentation focuses mainly on its fuel distribution activities (retail and wholesale), and very little on industrial capabilities comparable to those of a conventional refinery. The actual mobilizable experience therefore appears limited and recent, which calls for a cautious reading of the "track record" put forward in official communications.
2 - The Price Mechanism
How is the announced price calculated?
1. The price communicated at this stage: €26.19 per share for the block, €28.93 for the offer
- The reference price announced in May 2025 was €149.19 per share, calculated from an enterprise value of approximately €422M for 100% of the capital, to which is added an estimated net cash of €1,495.7M as of December 31, 2024.
- This amount was then adjusted:
- first to €85.18 per share, to account for (i) a stock depreciation of €11.01 per share and (ii) €53 in dividends paid on July 10, 2025
- then to €24.97 per share, after taking into account the exceptional distribution of €60.21 per share decided on November 4, 2025.
- Finally, according to North Atlantic's press release of November 10, 2025, the price paid to ExxonMobil for the control block has been fixed at €26.19 per share, and the price envisaged for the mandatory public offer on minority shareholders at €28.93 per share. These amounts were confirmed upon finalization of the transaction on November 28, 2025 and now constitute the official reference for the offer price analysis.
2. Details on pre-sale distributions: €113.21 per share
- Includes the €53 per share dividend already approved and paid on July 10, 2025.
- the exceptional distribution of €60.21 per share, approved by the general meeting of November 4, 2025.
→ Comment: These amounts having been distributed before the sale of the block, they are no longer in the cash position of Esso S.A.F. (now North Atlantic Energies) when North Atlantic France SAS takes control.
Key points for minority shareholders
- The mandatory public offer will cover the remaining Esso S.A.F. shares and its price must be at least equal to the price paid by North Atlantic for the control block, under AMF supervision.
- According to North Atlantic's press release of November 10, 2025, the price paid to ExxonMobil for the control block has been fixed at €26.19 per share, while the price envisaged for the mandatory public offer on minority shareholders is €28.93 per share. The offer must be filed with the AMF, which will examine its compliance.
- North Atlantic now holding 100% of the capital and voting rights following the transaction of November 28, 2025, the mandatory public offer may be followed by a mandatory buyout, resulting in the delisting of Esso S.A.F. shares, subject to the AMF's decision.