PKN ORLEN has entered the decisive stage of negotiations with the EC over its proposed acquisition of the LOTOS Group

​The European Commission has enabled PKN ORLEN to review the results of the analysis carried out in second stage of the proceedings of the potential acquisition of the LOTOS Group. In line with the practice for this phase of procedure, the ‘Statement of Objections’ has been applied. A written Statement of Objections issued by European Comission will help PKN ORLEN align its proposed remedial measures with the Commission’s guidelines and formally submit them in the near future.

‘We are determined to carry out the acquisition of the LOTOS Group. What the current situation on the fuel and energy market clearly goes to show is that companies must diversify business models to increase their resilience to macroeconomic turbulence and geopolitical factors. Our acquisition of the LOTOS Group is a reasonable business move. In the long term, the transaction would strengthen both companies, ensuring their continued operation and competitive position on international markets. It would also enhance Poland’s energy security. The objections issued by the European Commission have come as no surprise to us. They are only natural in more complex cases such as our intended merger with the LOTOS Group. It is for the first time that the Commission has presented its objections so extensively, in written form. We will thoroughly analyse and respond to them, while formally proposing our remedial measures. We are confident they will dispel the Commission’s concerns,’ said Daniel Obajtek, President of the PKN ORLEN Management Board.

The approval of a concentration, preceded by the European Commission’s ‘Statement of Objections’, is a standard practice. For instance, over the past three years it was applied in cases such as T-Mobile NL – Tele2 NL, Dow – DuPont, Bayer – Monsanto and ArcelorMittal – Ilva. In all those cases the Commission ultimately either cleared or conditionally cleared the respective mergers.

The European Commission’s Statement of Objections does not take account of proposed remedial measures, soon to be formally submitted by PKN ORLEN. They will be proposed based on negotiations held for many months both with the EC and other market participants. PKN ORLEN expects they will fully address the concerns raised by the Commission, allowing it to clear the proposed acquisition of the LOTOS Group within the assumed time frame, i.e. within the first six months of this year.

The merger with Grupa LOTOS is intended as an important step towards building a strong multi-utility group with international potential, successfully competing across markets. The merger would strengthen its participants’ bargaining power in price negotiations with trade partners in the US, the Middle East or Russia, while facilitating the establishment of new business relationships. The transaction would play a major role in ensuring the fuel and energy security for Poland and for entire Central and Eastern Europe.

It would also increase the combined group’s ability to finance large, multi-billion projects, which would drive forward Poland’s economy with added benefits for the environment (such as the proposed offshore wind farm project). The merger would also give both companies opportunities to diversify into new business areas and expand their existing business lines even faster. A case in point for the LOTOS Group would be electric mobility.

LOTOS would remain a separate entity for tax purposes, which means that tax revenue streams would continue to flow to the city of Gdańsk as they have done before. The company would retain its headquarters in Gdańsk and pay its corporate income tax to the city.

The merger would involve business process optimisation, without reducing staff levels. No jobs would be made redundant – on the contrary, employees would be able to grow professionally, working for a larger and stronger organisation of international stature.

Once combined, the strong group would be better placed to engage in initiatives spanning social outreach, culture and sports across the Pomerania region. Its coordinated CSR policy would deliver stronger and more thorough support for local communities.

In other European countries, the fuel industry consolidation happened a long time ago. Examples are MOL in Hungary, Statoil and the surviving Equinor in Norway, Repsol in Spain, Galp Energia in Portugal, Eni in Italy, OMV in Austria, and TOTAL in France. While not distorting market competition, the mergers of industry leaders in those countries drove positive changes. Likewise, the consolidation process in Poland would in no way distort competition in fuels or logistics, which is guaranteed by the EU antimonopoly law.

​The acquisition of Grupa LOTOS by PKN ORLEN was initiated in February 2018 by signing a letter of intent with the State Treasury, holding 53.19% of voting rights at the General Meeting of Grupa LOTOS. In April 2018, a due diligence process was commenced at Grupa LOTOS, in which its commercial, financial, legal and tax situation was examined ahead of the planned acquisition. In July last year, PKN ORLEN filed a formal application for the European Commission’s approval of the concentration. Additionally, an agreement was signed at the end of August 2019 between PKN ORLEN, the Polish State Treasury and Grupa LOTOS, defining a framework structure for the proposed acquisition of the Gdańsk-based company.