V E R M E I L L E & C O

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Representation of Candel & Partners in the ongoing Esso S.A.F. matter (2025–ongoing)

Representation of Candel & Partners (approximately 2% of Esso S.A.F.) in the North Atlantic France public offer: challenge to the price and transparency of the transaction, with a referral to the AMF.

Background

We represent Candel & Partners, a minority shareholder holding approximately 2% of Esso S.A.F., in connection with the public offer launched by North Atlantic France following the acquisition of the controlling stake previously held by ExxonMobil. Serious concerns have been raised regarding the terms of the transaction, including the adequacy of the offer price and the level of information provided to the market.

According to our client, the proposed offer price fails to reflect the company's adjusted net asset value and may underestimate the intrinsic value of its assets, particularly in light of certain intra-group arrangements and the parallel divestment of a structurally loss-making affiliate. Additional concerns relate to the timing and transparency of the transaction, as well as the role of directors holding concurrent positions within the ExxonMobil group, which may give rise to an alleged conflict of interest.

Experience

We have submitted a formal letter to the AMF on behalf of our client, calling for enhanced regulatory scrutiny of the offer. Our analysis is based on accounting data, disclosures made by the company, and the applicable EU and French securities regulations, with a focus on the requirements of transparency, fairness, and shareholder protection. The case illustrates our multidisciplinary approach to contentious public M&A transactions, combining expertise in corporate governance, securities law, and financial analysis.