SMM Legal provided legal assistance in the final divestment process in fulfilment of the PKN ORLEN S.A. and Grupa LOTOS S.A. merger commitments package

The final divestment process in the field of fuel logistics and bitumen supplies ended on 07 April 2023. In this way, PKN ORLEN S.A. complied with all the structural remedies laid down in the European Commission decision conditionally approving its concentration with Grupa LOTOS S.A. Our expert team shepherded the project implementation until its very completion. This stage crowns the entire process related to the largest merger in the Polish energy market.

‘Given the number of entities involved in the transaction –  LOTOS Terminale S.A., LOTOS Infrastruktura S.A., RCEkoenergia Sp. z o.o., Uni-Bitumen Sp. z o.o. – and the necessity to implement a new operating model and procedures at the leading company, LOTOS Terminal S.A., this divestment was the most complex of all remedies,’ sums up Mr. Tomasz Jaranowski, engaged in the work of the SMM Legal expert team.

Our lawyers helped to carry out intra-group restructuring in the abovementioned companies, while supporting the processes aimed at closing the transaction and ensuring that the companies would be operational in the future.

‘We have reviewed and amended contractual regulations, identified all administrative decisions, and then transferred them or obtained new ones to ensure that LOTOS Terminale S.A. would be able to continue its operations,’ clarifies Dr. Kinga Dziennik, who coordinated the work of the interdisciplinary team. ‘It was a very painstaking and labour-heavy stage of the works, which required excellent collaboration with the Client,’ adds Dr. Dziennik.

Our task was also to comprehensively handle the legal aspects of making a contribution in kind consisting of four PKN ORLEN fuel depots to LOTOS Terminale and the shares in Uni-Bitumen, a company operating bitumen production plants in Czechowice-Dziedzice and Jasło, previously hived out from the Gdańsk Refinery.

The entire process was handled by a multidisciplinary team consisting of over a dozen SMM Legal experts. For more than a year, our lawyers worked on drafting and negotiating legal documentation and supported the companies in their dealings with public authorities. The work on the establishment and operation of LOTOS Terminale S.A. as an independent logistics operator and the related translation aspects handled in collaboration with another law firm, Rymarz Zdort Maruta, were coordinated by Mr. Tomasz Jaranowski, Partner with SMM Legal, Dr. Kinga Dziennik and Dr. Izabela Jackowska. The division of the Gdańsk Refinery and the preparation of Uni-Bitumen for divestment was supervised by Mr. Marcin Czarnecki, Partner with our Firm.

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