ExxonMobil Corp. has signed a definitive agreement to sell majority-owned subsidiary ExxonMobil France Holding SAS’ 82.89% controlling stake in Esso Société Anonyme Française SA (Esso SAF) and 100% of ExxonMobil Chemical France SAS (EMCF) to Canada-based North Atlantic Refining Ltd. subsidiary North Atlantic France SAS.
Following negotiations initiated in May, the proposed transaction—which marks a key milestone in ExxonMobil’s planned divestment from its downstream and chemical operations in France—is scheduled to close in fourth-quarter 2025, pending regulatory approvals and finalization of financing arrangements, the parties said.
Upon completing the deal, North Atlantic would take ownership of Esso SAF’s 230,000-b/d Notre-Dame-de-Gravenchon refinery in Port-Jérôme-sur-Seine, Normandy—which includes the site’s two distillation trains, several conversion units, and associated logistics infrastructure—as well as EMCF’s previously shuttered Gravenchon petrochemical operations—including a steam cracker equipped to produce 400,000 tonnes/year (tpy) of ethylene, related derivatives units, and logistics installations—co-located near the refinery.
The companies said a final sale price for the controlling block will be subject to several financial adjustments, including:
- A €113.21/share downward adjustment for cash distributions approved before closing.
- A €53/share dividend paid on July 10, 2025.
- A €60.21/share distribution proposed for approval on Nov. 4, 2025, payable Nov. 14.
- A "ticking fee" upward adjustment reflecting accrued interest on two base amounts (€362 million, €950 million) between Mar. 2, 2025, and closing.
- A value-based inventory adjustment, tied to the change in the Brent crude price for 10 million bbl between Dec. 31, 2024, and the final inventory transfer date.
In relation to the deal, Esso SAF’s board has convened a shareholder meeting scheduled for Nov. 4 to approve the proposed €60.21/share reserve distribution and a change in corporate name to reflect the company’s new ownership structure.
An independent financial expert has also been appointed to assess the fairness of the eventual mandatory public tender offer that North Atlantic must file for the remaining Esso SAF shares, which will be made on the same financial terms (adjusted) as the controlling stake acquisition, the parties said.
Following its planned acquisition of the businesses, North Atlantic has committed to maintaining employment and compensation for about 1,350 employees and ensuring continuity of operations at Gravenchon as a proposed green hub via investments as part of the operator’s broader European energy security and energy transition strategy.
“This project reflects our ambition to grow North Atlantic into a premier transatlantic energy company, with strong foundations on both sides of the Atlantic,” said Ted Lomond, North Atlantic’s president and chief executive officer.
ExxonMobil’s strategic realignment
The proposed sale aligns with ExxonMobil’s broader global portfolio optimization strategy, which has involved the operator’s exiting non-core or less-strategic refining assets while retaining marketing, trading, and upstream activities in select high-return markets.
Upon closing the Gravenchon divestment, ExxonMobil said it will maintain its commercial footprint in France via:
- Continued operation of about 750 Esso-branded retail fuel sites.
- Ongoing sales and distribution of chemicals, finished lubricants, base stocks, and synthetics.
- Ownership of certain lubricants and specialty product lines, which are being transferred back from Esso SAF to ExxonMobil for €8 million, with €3 million allocated to inventory.
- Acquisition of registered trademarks and intellectual property rights from Esso SAF for €20 million.
The planned divestment of Gravenchon assets follows Esso SAF’s November 2025 sale of its refining and logistics operations in southern France—including its 133,000-b/d Fos-sur-Mer integrated refinery in the Bouches-du-Rhône region of Provence-Alpes-Côte d'Azur and Villette de Vienne terminals—to Rhône Energies, a consortium of Entara LLC and Trafigura Pte Ltd.
