PKN ORLEN S.A. announced a tender offer aimed at acquiring control of ENERGA S.A. SMM Legal’s expert team, managed by Prof. Maciej Mataczyński, Managing Partner at our Firm, is in charge of providing comprehensive legal support on this project.

Our Firm is handling the corporate and competition-related aspects of the transaction. What is more, our experts will represent the Client in proceedings before the European Commission.

The procedure is a challenge from the legal point of view’, emphasizes Prof. Maciej Mataczyński, Managing Partner at SMM Legal. ‘The case is being handled by a large team of world-class specialists who are not afraid of demanding tasks’, he adds.

‘At the first stage of the procedure, ORLEN formally announced a tender offer for all shares issued by ENERGA’, explains Tomasz Jaranowski, head of the task team in charge of the corporate aspects of the process. ‘Our assistance involved advisory on the draft of the notice. We also supported the client in terms of compliance with disclosure obligations’, adds Mr. Jaranowski.

The next step is the concentration control procedure. For the transaction to go ahead, European Commission’s consent is required. This is why on 20 November 2019 ORLEN lodged to the European Commission a preliminary concentration notification draft, thus initiating the pre-notification procedure. At this stage, legal support was provided by a team of lawyers managed by Mr. Miłosz Malaga, PhD. The work involved preparing a draft application.

‘We want to demonstrate that the proposed transaction model is compliant with competition law’, says Mr. Malaga. ‘The next stage of the process will involve submitting the final version of the application. This is when the European Commission will launch the formal concentration control procedure’, he adds.

ORLEN and ENERGA both belong to a broad electricity and energy market and are co-owned by the State Treasury.

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