On Wednesday, 22 April, after a lengthy procedure, PKN ORLEN S.A. has been cleared to take over ENERGA S.A. Throughout the transaction process, PKN Orlen was supported by SMM Legal’s expert team led by Prof.Maciej Mataczyński, Manging Partner at our Firm.

‘This is a landmark transaction for the Polish economy and the first important step towards the redefinition of the Polish energy sector’, says Prof. Maciej Mataczyński, Managing Partner at SMM Legal. ‘We have successfully demonstrated that with our support our Clients may safely pursue their strategic goals, even those of epic scale’, adds Prof. Mataczyński.

Responding to tender offer placed by PKN ORLEN S.A., State Treasury agreed to sell its shares in ENERGA S.A. As the State Treasury was the majority shareholder in ENERGA, formal conditions for taking control of the company have been met. PKN ORLEN will also acquire shares held by other ENERGA S.A. shareholders who have decided to accept the tender offer. The shares will be formally acquired and the transaction cleared on 30 April 2020.

The entire transaction process was conditional upon obtaining European Commission’s consent.

‘The role of our team was to prove that the proposed acquisition model would be compliant with competition law’, explains Miłosz Malaga, PhD, responsible for SMM Legal’s advisory in this field. ‘This aspect was particularly relevant in the context of previous involvement of PKN ORLEN S.A. in energy markets and vertical relations between parties to the transaction’, adds Dr. Malaga.

SMM Legal’s lawyers have shepherded the entire transaction process, from the initial formal preparatory stage to the modification of the tender offer to purchase all shares issued by ENERGA S.A. to assistance regarding compliance with disclosure obligations. In this area, our work was coordinated by Tomasz Jaranowski.

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