It’s official – the merger between PKN ORLEN and Grupa LOTOS is complete. Just over four years after the onset of the process, the transaction has been successfully closed.

On 1 August 2022, the registry court recorded the merger and thus PKN ORLEN officially took over Grupa LOTOS. ‘Without a doubt, this has been the most challenging of all projects ever carried out by our Firm. To see it successfully come to fruition is something that makes us truly proud of our work,’ says Prof. Maciej Mataczyński, Managing Partner. The total capitalisation of both companies amounts to more than PLN 47 billion.

At the final stage of the process, our legal support for the Client mostly focused on:

  • developing extensive merger-related documentation, including the merger plan,
  • assistance throughout the process, also with resect to corporate activities and compliance with merger-related disclosure obligations,
  • Client representation in procedure to register the merger,
  • support in negotiations with the State Treasury on the agreement made with PKN ORLEN.

This final, now completed stage, was managed by our Managing Partner, Prof. Maciej Mataczyński, and by Tomasz Jaranowski. Other team members included: Jan Stranz, Izabela Jackowska, Maksymilian Saczywko and Magdalena Cisowska.

Our Firm has been engaged in the PKN ORLEN – Grupa LOTOS merger for more than 4.5 years. At previous stages of the procedure, for more than 2 years we have assisted our client in the procedure before the European Commission and, once the concentration was cleared, the development of required remedies, negotiations with remedy buyers aimed at closing any required contracts and then in the process of obtaining European Commission’s approval for the selected buyers and specific contractual terms.

‘This merger required from us an impeccable work organisation and resorting to many innovative solutions that no one has every applied in Poland before. I would like to thank everyone involved in this complex and lengthy transaction, at any stage. We owe this success to the work of a team of more than thirty people laser-focused on a clearly defined goal,’ sums up Prof. Mataczyński.

What’s still ahead

Although the merger between PKN ORLEN and Grupa LOTOS is already complete, our Client still has one more task ahead – it must execute conditional agreements made with the buyers of specific remedies. To learn more about all the commitments, click here.

‘Although the key stage of the merger is already behind us, we still need to face certain legal challenges. Now we will be assisting our Client in implementing the remedies that we have worked on developing at the previous stage,’ concludes Tomasz Jaranowski, co-managing the project team.

Limitations raise questions. We provide answers.