Orlen – Lotos merger. New deadline for implementing remedial measures – decision by the European Commission

The previous deadline for implementing the remedial measures for the integration of Orlen and Lotus, set by the European Commission, was November 14 this year.

In order to incorporate entities controlled by the state treasury, Orlen must sell some of the Gdansk-based company’s assets. It goes, among other things, with 30 percent of refineries, 80 percent of its plants and part of its logistics infrastructure. This is called antitrust action.

PKN Orlen explained that “the complexity of the process in a highly demanding macroeconomic environment requires additional time to negotiate with partners in order to obtain the best possible transaction terms and to enable corporate decision-making also on the part of the partners.”

“PKN Orlen is finalizing contracts with partners for the implementation of remedial terms, which will ensure further business development of the companies participating in the proceedings. At the same time, activities are being carried out to prepare both companies for the merger” – reads the release.

Watch TVN24 online on TVN24 GO >>>

At the same time, representatives of the Pock concern emphasized that the extension of the deadline did not affect the completion date of the Lotos purchase. This is scheduled to take place, as scheduled, in the first half of 2022. The company estimates that the decision-making process in the European Commission, after presenting the method for implementing remedial measures to the Commission, may last about three months.

“Our goal is to select those business partners who will ensure energy security and the dynamic development of the connected companies. We are in the direct final stage leading up to the signing of contracts with the partners. An extended deadline has been agreed with the European Commission for the submission of relevant documents,” said PKN Orlen President Daniel Obajtek at PRESS RELEASE Applying therapeutic conditions gives us the convenience of fine-tuning.

He also emphasized, “The priority is to implement the transaction in a way that benefits the Polish economy, whether companies, customers or shareholders who believe in the commercial meaning and the success of this strategic project.”

Remedial measures set by the European Commission in July 2020 include: Sale of 30 percent shares in the Lotus Refinery together with an accompanying significant package of management rights. This is expected to give the buyer rights to nearly half of the refinery’s diesel and gasoline production while providing access to critical warehousing and logistics infrastructure. Another condition is the sale of nine fuel depots to an independent logistics operator and the construction of a new aviation fuel import terminal in Szczecin, which – after completion – will be handed over to this operator.

The European Commission has also ordered the sale of 389 gas stations in Poland, which makes up about 80 percent. Lotus series, 50 percent sale. Lotus participation in a joint venture with British Petroleum, to deal in the trading of jet fuels. In addition, competitors in the Czech Republic have up to 80 thousand. Tons of jet fuel through the open bidding procedure, bitumen production plants in Poland and their delivery to the buyer annually sold up to 500 thousand. Tons of bitumen or the so-called heavy tailings.

PKN Orlen reported it on October 14 this year. The extraordinary general meeting of shareholders of Grupa Lotos adopted resolutions allowing the submission of remedial measures to the European Commission and made it possible to carry out the reorganization within the group on November 2, which consists in merging the entire refinery complex into a single entity – Lotos Asphalt. “The separation of the refinery in Gdansk is a milestone in the implementation of therapeutic conditions” – it was emphasized.

As the company said, a set of conditional sale agreements will be presented to the European Commission for investors of all assets referred to by Brussels in the conditional focus decision, as well as a set of corporate approvals by PKN Orlen and Lotos Group, allowing the measures to be implemented. For the eventual merger of both companies, it will be necessary to obtain the approval of the shareholders of both companies. Orlin reminded that shareholders would vote in favor of the merger after obtaining binding approval from the European Commission for the focus. The takeover of Grupa Lotos’ capital by the Płock concern began in February 2018 by signing a letter of intent with the State Treasury, which owns 53.19% of the shares in the Gdańsk-based company. Voting at the general meeting of shareholders.