Rymarz Zdort advises PGNiG S.A. on the preparation of a merger plan with PKN ORLEN S.A. and the creation of the largest Polish company listed on the WSE

We are pleased to announce that Rymarz Zdort has advised PGNiG S.A. (“PGNiG”) in connection with the negotiation of a merger plan with PKN ORLEN S.A. (“PKN ORLEN”). The execution of the merger plan is a key stage of the largest merger in the history of the Polish energy market. The merger of PKN ORLEN and PGNiG will facilitate the creation of a diversified capital group which, due to the scale of its business and its financial strength, will reinforce the group’s leading position on the market and play a key role in the energy transition of the Polish economy.

The merger plan calls for the transfer of PGNiG’s assets and liabilities to PKN ORLEN. In exchange for their shares in the gas company, PGNiG’s shareholders are to be allotted shares in the newly enlarged PKN ORLEN. The share exchange ratio and other terms and conditions of the merger must first be approved by the shareholders of both companies at their general meetings. The allotted shares will be new shares, issued in the increased share capital of PKN ORLEN. In exchange for one share in PGNiG, its shareholders will receive 0.0925 shares in PKN ORLEN.

“We are pleased to have the opportunity to participate in the creation of the largest multi-energy company in Poland in terms of the combined assets of PKN ORLEN, Grupa LOTOS and PGNiG, the main objective of which is to strengthen the Polish energy sector. Thanks to our client, we are taking part in the creation of the largest Polish WSE-listed company in terms of capitalisation, a project which after over four years of intense work of our team has already entered its final stage”, says Paweł Rymarz, managing partner.

The project team included Paweł Rymarz (managing partner), Dr Jakub Zagrajek (partner), Dr Paweł Mazur (senior associate), Tomasz Bąkowski (senior associate) and Patrycja Gliwka (associate).