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DJBW and White & Case Advise on Preliminary Agreement for PGNiG Termika to Acquire Energy Company Jastrzebie


DJBW Danilowicz Jurcewicz Biedecki i Wspolnicy has advised PGNiG Termika S.A. on the preliminary agreement to purchase 100% of Energy Company Jastrzebie S.A. (ECJ) shares from Jastrzebska Spolka Weglowa S.A. (JSW) for PLN 371.8 million.

On July 4, 2016, JSW and PGNiG Termika concluded a preliminary agreement for the sale of the ECJ shares, which were priced at just under PLN 372 million, including the amount received by ECJ in relation to the sale of PEC Jastrzebie S.A. on April 28, 2016. PGNiG Termika will make an advance payment of just under PLN 279 million, with the balance paid upon the signing of the final sale agreement, the conclusion of which is planned for the beginning of August 2016.

Signing the agreement is conditional on the fulfilment of certain requirements, including JSW obtaining corporate approvals and amendments in ECJ’s Bond Issue Programme. In June, PGNiG Termika obtained the approval of the Polish Office of Competition and Consumer Protection for the takeover of the ECJ.

The JSW Group is the largest producer of high quality hard (type 35) coking coal and a major producer of coke in the European Union. In 2015, 16.4 million tonnes of coal were extracted from its mines. The company has been listed on the Warsaw Stock Exchange since 2011. ECJ produces heat and electricity from five combined heat and power plants in Poland. Its main customers are JSW’s mines and PEC Jastrzebie.

DJBW’s team consisted of Partner Ludomir Biedecki and attorneys Radoslaw Matusiak and Rafal Kozlowski.

The White & Case team advising on the transaction included Partner Marcin Studniarek, Local Partner Aneta Hajska, and Associates Jacek Polewski, Anna Pawelec, and Michal Jadwisiak.

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