SMM LEGAL provides legal advice at the pivotal stage of the merger between PKN ORLEN and Grupa LOTOS

On 2 June, PKN ORLEN S.A. and Grupa LOTOS S.A. announced their merger plan. This is one of the final milestones in the biggest merger in the history of the Polish capital market. SMM Legal experts, Tomasz Jaranowski and Izabela Jackowska, PhD, have handled the legal aspects of this stage of the process. The team is managed by our Managing Partner, Prof. Maciej Mataczyński.

‘The merger plan is a document which lays down the details of the concentration between merging companies, especially the so-called share swap ratio,’ explains Tomasz Jaranowski, SMM Legal Partner responsible for the draft of the document.

According to the announced plan, PKN Orlen S.A. is to take over all assets and liabilities of Grupa LOTOS S.A. In exchange, the shareholders of Grupa LOTOS will receive shares in the increased share capital of PKN Orlen. To put this plan into practice, the shareholders of both merging companies must greenlight the transaction. The consent is given at the General Meeting and has the form of a merger resolution.

The merger is planned to take place in August 2022.

‘The merger process, initiated over four years ago, is entering its decisive phase,’ says Prof. Maciej Mataczyński, who has been coordinating the project from the very beginning. ‘Now the fate of the merger is in the hands of the general meetings of PKN ORLEN and Grupa LOTOS,’ sums up our General Partner.

Our SMM Legal expert team has been supporting PKN Orlen S.A. throughout the merger process right from its onset, successfully obtaining precedent-setting approvals of the European Commission required for the merger to go ahead.

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