Andersen in Poland acting as legal and tax adviser to Unimot Group in the initiated acquisition of fuel storage business and bitumen business as part of the process of acquisition of Lotos Group by PKN ORLEN

Andersen in Poland is providing legal and tax advice to Unimot (including on the documentation of the transaction with LOTOS Group and PKN ORLEN) on the initiated divestment of two businesses of LOTOS Group and PKN ORLEN, while Greenberg Traurig Poland is advising Unimot on antitrust law issues, including merger clearance proceedings, and the financing documentation with mBank, PKO Bank Polski and Bank Pekao. The purpose of the transaction – carried out as part of the remedies imposed by the European Commission in relation to PKN Orlen’s intention to take control over LOTOS Group – will be that Unimot Group enter the business of an  Independent Logistics Operator based on its own fuel storage infrastructure (the so-called ‘ILO’ business) and the business for production of modified bitumen together with the further development of trade in bitumen products (the so-called ‘Bitumen’ business). The area of regulatory and excise advice was the responsibility of KDCP Kancelaria Doradztwa Celnego i Podatkowego Rutkowski i Wspólnicy.

In view of the foregoing, Unimot Investments, a company of Unimot Group, on 12 January 2022 concluded a  preliminary share purchase agreement for the acquisition of 100 per cent of Lotos Terminale shares from LOTOS Group, a  number of agreements and understandings with PKN ORLEN, as well as the term and revolving facilities agreement to finance the transaction. Upon completion of the transaction, Unimot Group will become the third player in the fuel storage market and the second player in the bitumen sales market.

The initiated transaction is another stage of our successive development and strengthening of  Unimot Group as the largest independent operator on the fuel market in Poland. In our business strategy for 2018-2023, we outlined the need to diversify our revenue sources and now we are taking advantage of the opportunity that has emerged in the market to increase the scale of our operations – says Adam Sikorski, managing director of Unimot S.A.

The work of external legal and tax advisors is coordinated by Grzegorz Derecki, Director of Unimot’s Legal Office.

The implementation of the remedies was unprecedented in Poland. It was an operation which, in  terms of pace and complexity, placed particular demands on competing investors and their advisers. The Unimot transaction is a good example of cooperation between the company’s industry specialists and our in-house lawyers with external experts. In this respect, we selected the best team and coordinated the work of law firms and experts in specific fields – says Grzegorz Derecki.

Unimot Group is advised on legal and tax matters by Andersen in Poland, whose team is led by partner Leszek Rydzewski (coordination of legal issues and negotiation of transaction documentation), supported by partners Rafał Ciołek (general tax matters), Aleksandra Kalinowska (excise duty), Katarzyna Komulainen (labour law) and other advisers from the Warsaw office (Aneta Górecka, Katarzyna Baszak, Konrad Kleszczewski, Bartłomiej Wietrzychowski, Natalia Pielka, Tomasz Głozowski, Mateusz Sokół, Dominika Książek and Katarzyna Dulnik) and the Katowice office (partner Tomasz Srokosz, Dawid Jankowski and Klaudia Raczek). Andersen’s assistance included general advice in the transaction process (in which mInvestment Banking is the lead advisor to Unimot Group), legal and tax due diligence as well as negotiating the acquisition documentation and certain commercial contracts with LOTOS Group and PKN ORLEN.

We are honoured that Unimot has entrusted Andersen with the role of lead legal and tax adviser in this transaction, which is an opportunity for the Group to increase the scale of its operations, play a key role in ensuring competition in the fuel sector in Poland and to potentially expand the bitumen sector into neighbouring countries. It is exactly such complex and demanding business operations, where combining the work of legal and tax advisers in one organisation works can provide effective support for the business – says Leszek Rydzewski, partner at Andersen in Poland.

As part of the future transaction, upon fulfilment of conditions precedent, a group of companies will be acquired which will include nine fuel storage terminals of the LOTOS Group and those contributed by PKN Orlen, while an agreement, agreed as to its material terms and conditions, will provide for modernisation and expansion by PKN Orlen of the terminal in Szczecin (with a capacity to store jet fuel and diesel oil, as well as offloading by sea) and – through a special purpose vehicle – of two bitumen production facilities in Jasło and Czechowice-Dziedzice, spun off from LOTOS Asfalt. Following the Transaction closing, the acquired assets will also include RCEkoenergia in Czechowice-Dziedzice, a subsidiary of Lotos Terminale, and Lotos Infrastruktura in Jasło, those two providing utilities and infrastructure services. Along with the preliminary agreement, a number of agreements were concluded or agreed upon to ensure the business continuity of the acquired assets and their operation within the agreed parameters after separation from Lotos Group and PKN Orlen. Among others, within the ILO business a ten-year agreement was concluded for Lotos Terminale to provide fuel storage services to PKN Orlen, and within the Bitumen business a ten-year contract for the supply of bitumen products and raw material, as well as other agreements concerning trademarks, technology for the bitumen production and for transportation between refineries and southern bitumen production plants.

The intended transaction between Unimot Group and LOTOS Group and PKN Orlen takes place as part of PKN Orlen’s implementation of a number of divestments provided for in the remedies required under the European Commission’s conditional decision of 14 July 2020 related to PKN Orlen’s intention to take control of LOTOS Group.

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