Understanding the Operation
1 - The Initiator
Who is North Atlantic?
According to information published by North Atlantic:
North Atlantic France SAS is a company created for the operation, backed by the North Atlantic group.
Sector / strategy: the North Atlantic group would focus 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 group.
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 the presentation of North Atlantic as an experienced refinery operator requires important clarifications.
The entity acquiring Esso S.A.F., North Atlantic France SAS, has never operated a refinery. The references highlighted in certain communications refer to North Atlantic Refining and the Braya Renewable Fuels bio-refinery, located in Canada and legally separate from North Atlantic France.
However, according to the 2024 accounts of North Atlantic Luxembourg SARL (parent company of North Atlantic France), the North Atlantic group's stake in Braya is a very minority one (less than 10%), and the refinery temporarily ceased production in December 2024, pending a possible restart in 2025. Braya is also a recently converted bio-refinery, whose operation relies on specialized investors (notably Cresta Fund Management and Energy Capital Partners) with no direct capital link to North Atlantic France or North Atlantic Energies.
As for North Atlantic Refining (and despite its corporate name), the institutional documentation and website of North Atlantic Refining primarily highlight fuel distribution activities (retail and wholesale) in certain provinces of Canada rather than industrial capabilities comparable to those of a conventional refinery (https://northatlantic.ca/about-us/).
All of these elements suggest that the operational experience available for the acquisition of Esso S.A.F. is of limited scope and does not correspond to the profile of a truly integrated industrial operator.
Corporate Structure: Information from Luxembourg and French Registries
Public documents show that North Atlantic Energies (formerly Esso S.A.F.) is part of an ownership chain organized around a Luxembourg holding company, North Atlantic Luxembourg SARL, controlled by the New York fund Silverpeak and its affiliates and executives.
Indeed, beneficial ownership registries reveal that Mr. Kaushik Amin indirectly holds a majority stake in North Atlantic Luxembourg SARL and its subsidiary North Atlantic France SAS and exercises majority indirect control over the entire group. Mr. Kaushik Amin being one of the three partners of the New York fund Silverpeak and responsible for Energy activities within the fund (https://www.silverpeak.com/people/kaushik-amin/), it appears that Silverpeak and its affiliates and executives therefore exercise majority indirect control over the entire North Atlantic group.
Furthermore, Luxembourg documents also indicate that Mr. Harsh Rameshwar, Managing Partner of the same New York fund Silverpeak, is a category B manager of North Atlantic Luxembourg SARL.
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 downward adjustment of €11.01 per share related to the change in the euro value of Esso S.A.F.'s inventory 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 France for the control block, under AMF supervision.
- According to North Atlantic France'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 France now holding the majority of capital and voting rights following the transaction of November 28, 2025, the mandatory public offer may be followed by a mandatory buyout if the 90% threshold is crossed, subject to the AMF's decision.