European Commission gives final go-ahead for the merger between PKN ORLEN and Grupa LOTOS

There are no more outstanding formal obstacles preventing the merger between PKN ORLEN and Grupa LOTOS. On 20 Jun 2022, the European Commission approved all remedies submitted by PKN ORLEN S.A. along with all partners involved in their implementation. Our lawyers, Prof. Maciej Mataczyński, Piotr Andrzejewski, Michał Wojtkowiak and Wojciech Rzepiński assisted our Client throughout this key stage of negotiations with the EC.

The decision issued by the Commission is a confirmation by an independent anti-monopoly body that the merger of both companies would not distort competition in any relevant field of their operations, neither in Poland nor abroad.

‘This is yet another pivotal moment of this highly complex transaction,’ explains Prof. Maciej Mataczyński, who has been managing the project at our Firm for the last four years. ‘It’s a green light on the home stretch,’ he adds.

At this stage of the merger, the legal support provided by SMM Legal involved proving that the measures taken up by the Client meet the criteria laid down by the EC.

‘The Commission’s approval is an outcome of a thorough decision-making process involving extensive market research,’ explains Piotr Andrzejewski, responsible for assisting the Client in this respect. ‘Our task was to convince the authority that the proposed investors meet the Commission’s requirements. On top of this, we also demonstrated that each of the businesses was being sold in compliance with the commitments, and that these transactions would produce a permanent structural change in the market,’ sums up Mr. Andrzejewski.

The last item on the checklist required to finalize the merger is the consent given by the shareholders of both companies during their respective General Meetings. Then, the companies will have one month to register the merger, which will consist in the acquisition of Grupa LOTOS S.A. by PKN ORLEN S.A. In other words, the shareholders of Grupa LOTOS will take up new shares in the increased share capital of PKN ORLEN and become PKN ORLEN’s shareholders.

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