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SMM Legal Advises PKN Orlen on Tender Offer to Energa S.A.

SMM Legal Advises PKN Orlen on Tender Offer to Energa S.A.

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SMM Legal has advised PKN Orlen on a tender offer aimed at acquiring all shares issued by Energa S.A. Greenberg Traurig reportedly advised Energa.

SMM Legal is handling the corporate and competition-related aspects of the transaction, as well as representing PKN Orlen in proceedings before the European Commission.

According SMM Legal lawyer Tomasz Jaranowski, who heads the firm's team in charge of the corporate aspects of the process: ”At the first stage of the procedure, Orlen formally announced a tender offer for all shares issued by Energa."

According to SMM Legal, "the next step is the concentration control procedure. For the transaction to go ahead, the European Commission’s consent is required. This is why on November 20, 2019, Orlen lodged a preliminary concentration notification draft to the European Commission, thus initiating the pre-notification procedure." According to the firm, "at this stage, legal support was provided by a team of lawyers managed by Milosz Malaga. The work involved preparing a draft application."

According to Malaga, "the next stage of the process will involve submitting the final version of the application. This is when the European Commission will launch the formal concentration control procedure."

Orlen and Energa both belong to a broad electricity and energy market and are co-owned by the State Treasury.

SMM Legal's team was managed by Managing Partner Maciej Mataczynski.

Editor's Note: After this article was published, SMM Legal announced that on March 31, 2020 the European Commission had issued a non-opposition decision to PKN Orlen's acquisition of Energa S.A. According to the firm "the decision issued by the Commission is unconditional and declares the transaction compatible with the internal market." The SMM Legal team responsible for corporate services provided to PKN Orlen was managed by Counsel Tomasz Jaranowski, who was supported by Senior Associate Magdalena Cisowska.

Subsequently, the firm reported, on April 22, PKN Orlen S.A. was cleared to take over Energa S.A. 

Responding to tender offer placed by PKN Orlen S.A., Poland's State Treasury agreed to sell its shares in Energa S.A. As the State Treasury was the majority shareholder in Energa, formal conditions for taking control of the company were met. PKN Orlen will also acquire shares held by other Energa S.A. shareholders who have decided to accept the tender offer. The shares will be formally acquired and the transaction cleared on April 30, 2020.

SMM Legal Managing Partner Maciej Mataczynski declared it "a landmark transaction for the Polish economy and the first important step towards the redefinition of the Polish energy sector."

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