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Orlen – Lotus. Lawsuit against the merger of Orlen and Lotos – PKN Orlen informed about the court’s verdict

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PKN Orlen announced that on Wednesday the District Court in Łódź dismissed in its entirety the claim of the shareholders of the former Lotos Group for annulment of the resolution on the merger with the concern from Płock, together with a possible claim for repealing the resolution. The judgment is not final, the statement said.

In August 2022, the shareholders of the former Grupa Lotos filed a lawsuit seeking annulment of the resolution of the Extraordinary General Meeting of Grupa Lotos of July 20, 2022 on the merger with PKN Orlen.

The plaintiffs in this case were two minority shareholders – Bogdan Kamola and Jan Trzciński – who objected to this resolution during the general meeting of Lotos.

PKN Orlen informed in Wednesday’s announcement that “The District Court in Łódź, 10th Commercial Division, today dismissed in full the claim of the shareholders of the former Lotos Group for annulment of Resolution No. 3 of the Extraordinary General Meeting of Grupa Lotos of July 20, 2022 on the merger of the company with the Group Lotos, an increase in the share capital of PKN Orlen and consent to the proposed amendments to the Articles of Association of PKN Orlen, together with a possible claim for repealing this resolution.

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Orlen and Lotos merger

In August 2022, the merger of PKN Orlen and Grupa Lotos took place. The concern from Płock received approval from the European Commission for the merger, but before that it had to present remedial measures. In April this year announced the completion of the implementation of remedial measures after a disposition agreement was concluded between PKN Orlen and Unimot Investments, transferring 100 percent to Unimot Investments. shares in Lotos Terminale.

In addition, as part of the countermeasures, Saudi Aramco bought 30 percent of shares in the Lotos refinery, Hungarian MOL took over over 410 Lotos service stations, and Unimot – fuel bases.

The agreement between Orlen and Saudi Aramco, which was concluded at the end of November, aroused controversy. Journalists of the “Black on White” program on TVN24 reached the draft agreement with the global fuel giant. It was supposed to show that after the merger of Orlen and Lotos, Poland may lose control over the refinery. It is not known whether the provisions of the project were included in the final contract.

From January 1, 2023, Rafineria Gdańska – after the information was published by “Czarno na Białe” – was included in the list of entities subject to special protection. The request was made by the Ministry of State Assets. The inclusion of Rafineria Gdańska in the list of entities subject to protection meant that the minister of state assets will have control over the company.

Pursuant to the act, investors are obliged to inform the ministry about the planned purchase of shares in one of the strategic companies. The minister may block such a transaction if he considers that there are grounds for a threat to public safety and order. Such a decision may be appealed to the court. Unimot has also been added to this list.

Doubts of experts were also caused by the price to be paid by Saudi Aramco for 30 percent. at the Gdańsk Refinery.

Dr. Dariusz Wieczorek from the Faculty of Management at the University of Gdańsk calculated that so far PKN Orlen has obtained nearly PLN 5 billion from the sale of Lotos’ assets as part of remedial measures. Of this, over PLN 1 billion is the amount obtained from the sale of 30 percent of shares in Rafineria Gdańska. From the calculations of Dr. The evening shows that the loss from the sale of assets under the remedies could amount to PLN 4.4 billion.

Orlen on the sale of Lotos assets

In a January statement, PKN Orlen indicated that “the assets that went to Saudi Aramco were valued at PLN 2.3 billion and that was the value of this transaction.” “Valuations were prepared by independent external advisors, and international investment banks carried out the so-called fairness opinion for the needs of this transaction” – it was assured.

“The sale of 30 percent of the refinery to a reliable partner is a great success. The refinery in Gdańsk is one of the smallest in the region, and a minority stake has been designated for sale, which does not give it control” – emphasized the company from Płock.

The company has repeatedly assured that the merger with Lotos does not reduce Poland’s energy security. “It is the cooperation with Saudi Aramco that allows Poland to secure additional oil in the event of war. It also allows for further independence from Russian raw materials” – we could read in a statement published at the beginning of the year

Main photo source: lotos.pl



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