12 January 2023

Bangchak Announces Acquisition of Esso Thailand’s Shares

Transformational Transaction Marks a New Chapter Towards Greater Energy Security and Energy Affordability

Bangchak Corporation Public Company Limited (“BCP”) informed the Stock Exchange of Thailand that the Company's Board of Directors' Meeting No. 1/2023 convened on 11 January 2023 resolved to endorse and unanimously approve the motion to acquire 65.99% of ordinary shares in Esso (Thailand) Public Company Limited (“ETL”) from ExxonMobil Asia Holdings Pte. Ltd. (“ExxonMobil”) and proposed to the Annual General Meeting of the Company to approve the transaction. BCP has entered into the share purchase agreement with ExxonMobil for the acquisition of 2,283,750,000 ordinary shares of ETL on 11 January 2023. The transaction is expected to be completed in the second half of 2023 subject to receiving regulatory approvals in a timely manner. BCP will subsequently launch a tender offer for the remaining ordinary shares of ETL after the completion of the transaction with ExxonMobil.

Mr. Chaiwat Kovavisarach, Group Chief Executive Officer and President, Bangchak Corporation Public Company Limited, said “This investment is a step towards greater energy security, balancing our long-term strategy with energy affordability and sustainability. I believe this transformational transaction marks the beginning of a new chapter for BCP and for Thailand.”

The transaction, which entails a 174 KBD complex refinery, a network of distribution terminals, and over 700 service stations, will provide BCP with important catalysts for further growth and margin improvement. With a combined nameplate capacity of 294 KBD and a network of 2,100 service stations, the company will not only benefit from a complementary refining portfolio providing fuel supply security and optionality but will also be able to offer a more comprehensive customer service through the enlarged footprint of service stations nationwide. Significant synergies potential will be created through cost optimization. The exchange of knowledge and technology will enhance employees’ skills and capabilities, which will help to strengthen the business and deliver the best customer experiences and prepare the Group for a move towards energy transition.

The acquisition values ETL at a fixed enterprise value of THB 55.5 billion, subject to agreed adjustments, which implies an indicative price of 8.84 Baht per share based on 3Q 2022 financials. The transaction is fully funded via a secured bank loan and BCP’s cash on hand. The final purchase price per share will only be determined at completion and will be calculated based on latest audited or reviewed financial statements on the completion date. As part of the transaction, ExxonMobil will retain the finished lubricant and chemical marketing businesses.

The transaction is subject to standard conditions and applicable legal requirements, including approval from regulatory authorities such as the Ministry of Energy and the Securities and Exchange Commission. It shall also be subject to shareholders' approval at the 2023 Annual General Meeting and is expected to be completed in the second half of 2023.