SMM Legal assists Orlen Południe S.A. and PGNiG S.A. in getting a regulatory clearance to establish a joint business

On 27 January 2022, the President of the Office of Competition and Consumer Protection (UOKiK) issued a decision clearing our clients’ plans to establish a joint biomethane business. Orlen Południe S.A. and PGNiG S.A. are to take up 51% and 49% shares in the newly established SPV respectively. The anti-monopoly process for both companies was shepherded by our SMM Legal competition law team managed by Prof. Maciej Mataczyński and Miłosz Malaga, PhD.

‘The transaction had to be pre-notified to the UOKiK President and required prior approval,’ explains Miłosz Malaga, in charge of this part of the project. ‘The procedure was particularly interesting because it required the UOKiK President to adopt a specific approach to the biofuels and biocomponents business in order to correctly assess the impact of the planned transaction on competition,’ adds Mr. Malaga.

Other lawyers actively involved in the work of the team included Anna Mathews, Dagmara Dragan and Wojciech Rzepiński, who contributed their expertise on competition law, energy law, and specific regulations applicable to biofuels and biocomponents. Apart from the initial notification, their work involved answering detailed questions by the UOKiK President, including those aimed at ensuring the appropriate legal classification of biogas and biomethane production.

‘Our clients seek to grow their biomethane business to promote its application in the industry and energy sectors, ultimately reducing the emissions incidental to the production of energy,’ clarifies Prof. Maciej Mataczyński, who represented the clients before the regulator. ‘In times of climate crisis, to be able to lend our expertise in projects supporting the development of low and zero-emissions energy is a source of additional satisfaction to our Firm,’ adds Prof. Mataczyński.

The approval awarded by the UOKiK President is unconditional. Now the parties will work on implementing their transaction-related plans.

‘On behalf of SMM Legal, we will support our Clients in developing the structure and operational rules for their new business,’ explains Jan Stranz, PhD, in charge of the corporate team.  ‘The final step at this stage will involve negotiating and executing the final investment contract,’ concludes Mr. Stranz.

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