No. Esso/SET/001/66
January 12, 2023
Subject: Entering of Share Purchase Agreement between ExxonMobil Asia Holding
Pte. Ltd. and Bangchak Corporation Public Company Limited for the Sale of Shares
in Esso (Thailand) Public Company Limited and Tender Offer for the entire
securities by Bangchak Corporation Public Company Limited (revised the subject)
To: President of the Stock Exchange of Thailand
Dear Sir,
Esso (Thailand) Public Company Limited ("Company") would like to notify the
Stock Exchange of Thailand that we have been notified by ExxonMobil Asia Holding
Pte. Ltd. ("ExxonMobil"), our shareholder holding 65.99% of our shares (the
"Sale Shares) as follows.
On January 11, 2023, ExxonMobil has entered into a share purchase agreement
("SPA") with Bangchak Corporation Public Company Limited ("Bangchak") to sell
all ExxonMobil's shares of the Company subject to terms and conditions of the
SPA (the "Transaction"). The ExxonMobil and OEM (Original Equipment
Manufacturer) branded lubricants business (finished lubricants business) and
ExxonMobil branded chemicals marketing business (chemicals marketing business)
are outside of the scope of the Transaction, and ExxonMobil has indicated that
they intend to establish a new company to conduct these businesses in Thailand.
The Transaction is also subject to conditions being fulfilled, including the
approvals of the relevant authorities (if required), e.g. Ministry of Energy and
the Trade Competition Commission of Thailand.
It is anticipated that the completion of the Transaction will occur sometime in
the second half of 2023, however, the process could take up to 12 months to
complete.
In anticipation of the change in control of the Company, Exxon Mobil Corporation
will be providing the Company with notice of termination of the Trademark
License Agreement, such termination to be effective on the completion date under
the SPA. Upon the completion, a Non-Exclusive Transitional Trademark License
Agreement for a term of 2 years would be granted to the Company which will
enable the Company to have limited use of the "ESSO" brand and other trademarks
for its retail fuels business (including fuels marketing programs, loyalty
programs, and card programs), to facilitate the Company's transition to a new
brand(s) following the completion.
The Company would like to note that when the termination of Trademark License
Agreement becomes effective on the completion date, the Company will not be
entitled to use brands and marks of Exxon Mobil Corporation. The use of the
"ESSO" brand following the completion will be in accordance with the
aforementioned Non-Exclusive Transitional Trademark License Agreement.
If the Transaction is completed, Bangchak will become majority shareholder of
the Company, instead of ExxonMobil, holding shares of 65.99% of the total voting
right of the Company. Consequently, Bangchak will be required to make tender
for all securities of the Company under the Notification of the Capital Market
Supervisory Board No. ThorJor. 12/2554 re: Rules, Conditions and Procedures for
the Acquisition of Securities for Business Takeovers (as amended).
In this regard, Bangchak has made a public announcement in connection with the
Transaction at https://www.set.or.th/en/home .
Please be informed accordingly.
Yours truly,
Esso (Thailand) Public Company Limited
.................................................................
(Mrs. Angsna Pirentorn)
______________________________________________________________________
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