The merger of Orlen and Lotos is a process that makes good business sense, assured Daniel Obajtek, president of Orlen. He emphasized that the company has secured additional capital for development and increased the country’s energy security. He added that he was not afraid of the inquiry committee on the matter.
Orlen President Daniel Obajtek referred on Republika TV on Tuesday to the information about the start of an investigation by the District Prosecutor’s Office in Płock (Mazovia Voivodeship) regarding the merger of Orlen with Grupa Lotos. This includes: on suspicion of abuse of power and failure to fulfill duties by members of the board of directors of Orlen and other persons, causing damage of not less than PLN 4 billion.
We are not afraid of this because the entire process went well. 23 Polish and international institutions have worked on this process and there are appreciations. Part of the refinery (Gdańsk refinery – PAP), I emphasize, was sold at the market price, we have analyzes in this regard
– Obajtek emphasized.
If you want to comment at all on this topic, you need to know all the documents, you need to see these contracts, you need to analyze these contracts thoroughly to express yourself in this way.
– Obajtek noted.
The Public Prosecution Service is there to investigate, we have nothing to hide
– added.
He also believed that such actions destabilize Orlen’s situation.
International investors will slowly withdraw and the share price will fall. This plays into and endangers the security of the state, and we are waging a war on the borders
– he pointed out.
Orlen’s president also responded to the question of whether Jarosław Kaczyński instructed him to implement the merger of Orlen and Lotos. He replied that no one had forced him to make such decisions under any circumstances.
It was a business process that defended itself as a company (…). Thanks to all these connections we will realize PLN 20 billion in synergies (…). This means that we have additional capital thanks to the merger
– Obajtek emphasized.
He explained that the merger was not carried out by “one person”.
It was a very complicated phase, lasting four years under the full supervision of the state and the services. (…) We have had meetings where almost all representatives of the services were present
– said the President of Orlen.
He also recalled that the shareholders – owners of Orlen and Lotos – had agreed to the process of merging the companies during the general meeting. He also pointed out that the Ministry of Finance owned more than 27% of Orlen before the merger of Orlen and Lotos. shares.
This means that Orlen can be acquired by other entities. After the merger, the Ministry of Finance owns almost 50 percent in Orlen. This ensures the country’s energy and fuel security. The state also has a larger share of Orlen’s profits. We have paid out more than PLN 14 billion in dividends to shareholders in recent years
– Obajtek noticed.
He also referred to the Supreme Court of Audit’s (NIK) claim that part of the Gdańsk refinery had been sold to Saudi Aramco at a low price.
If you want to speak this way, you have to have all the analysis and all the valuations and evaluate all the synergies. We do not know what kind of inspection the Supreme Court of Audit carried out, because it has not carried out any inspections in our country. NIK was not allowed in because there are no public funds here. The Supreme Court was also not allowed to enter Orlen earlier because the law required the Supreme Court to audit public funds. Orlen has shareholder funds. And all shareholders have an equal right to access information about the company
– said Obajtek.
He also assured that he was not afraid of the possible appointment of a commission of inquiry into the merger of Orlen and Lotos.
I will be happy to appear before such a committee
– he announced. However, he warned that these would be secret agreements.
I will do it, but Vladimir Putin will be very happy because we will talk about contracts with clauses. (…) I am calm, but if anyone wants to make fun of the security of the country, please do so
– he declared.
Has anyone seen the contract for the sale of Ciech or contracts related to highways? Such agreements are not made public because you lose your credibility and a business partner
– he said.
The spokeswoman for the Płock District Prosecutor’s Office, Prosecutor Iwona Śmigielska-Kowalska, told PAP on Tuesday that the investigation into the merger of Orlen (then PKN Orlen) with Grupa Lotos was started in 2022 after the reports were filed.
An investigation has been initiated into abuse of power and failure to fulfill duties by members of the board of directors of PKN Orlen, as well as other persons dealing with ownership matters of the company, in connection with conducting negotiations, setting conditions and signing agreements regarding the merger of PKN Orlen with Grupa Lotos in Gdańsk, and then signing agreements regarding the sale of shares to Saudi Aramco, which caused significant damage to PKN Orlen for an amount of not less than PLN 4 billion
– prosecutor Śmigielska-Kowalska told PAP.
She added that the decision to initiate these proceedings was issued on January 22. She noted that one of the topics “will be the investigation of possible abuse of power and failure to fulfill obligations by persons overseeing the merger process, for example the chairman of the Office for Competition and Consumer Protection.”
The spokeswoman for the Płock District Prosecutor’s Office explained that the investigation was started after reports were filed, among other things: by politicians, including KO MP Agnieszka Pomaska. At the same time, it pointed out that after the notifications were accepted, verification activities were carried out as it was necessary to specify in detail the circumstances to which they related.
Merger of Orlen and Lotos
The company signed a letter of intent in February 2018 regarding the start of the process of taking over capital control by Orlen (then called PKN Orlen – the name Orlen was introduced in July 2023) over the Lotos Group with the then Ministry of Energy. In June 2022, Orlen received approval from the European Commission for the merger with Grupa Lotos, and the boards of directors of both companies agreed and signed the merger plan. A necessary condition for completing the transaction was the consent of the shareholders of Orlen and Grupa Lotos regarding the terms of the merger, which took place in July 2022.
Previously, in January 2022, Orlen, in accordance with the requirements of the European Commission, presented corrective measures planned in connection with the acquisition of Grupa Lotos. At the time, it was reported, among other things, that Hungary’s MOL would take over 417 petrol stations from the Lotos Group network in Poland, while MOL’s Orlen would buy 144 petrol stations in Hungary and 41 petrol stations in Slovakia. The fuel and asphalt logistics area within the Lotos Terminale company will be purchased by Unimot. Lotos Biopaliwa is bought by Rossi Biofuel.
Orlen emphasized at the time that it had also negotiated with Saudi Aramco that it would buy 30 percent. shares of the Lotos Group refinery in Gdańsk and concluded a long-term contract for deliveries from PLN 200,000. up to 337 thousand barrels of oil per day, while the target supply volume of Saudi raw materials should reach 20 million tons per year. The company estimated that these inventories could cover up to 45 percent. total demand of the entire Orlen Group – after the acquisition of Lotos – in Poland, Lithuania and the Czech Republic.
In early August 2022, Orlen announced that the District Court for Łódź-Śródmieście in Łódź, 20th Commercial Division of the National Court Register, had registered the merger with Grupa Lotos.
Recently, Orlen reported that the merger with Grupa Lotos was “key to strengthening Poland’s raw material and fuel security.” The company also assured that the Ministry of Finance would not lose its influence over the operations of domestic refineries as a result of the merger. According to the company, “the basis of the merger of Orlen with Grupa Lotos is the agreement with Saudi Aramco,” which means strengthening the relationship “with a stable partner, the largest fuel company in the world, with extensive experience and technologies.” which enables “further dynamic development of the merged company”.
In a statement, Orlen emphasized that the valuation and sale of Lotos’ assets took place at market conditions, that the valuations were prepared by independent external advisors, that the entire process was carried out in accordance with the law, and that the transaction was approved by the European Commission. The company recalled that the valuations were also accepted by the shareholders of both companies, Lotos and Orlen.
In this context, it is particularly inappropriate to use Grupa Lotos’ book value as a reference point, as it has nothing to do with the company’s market value. At the time Orlen completed the merger with Grupa Lotos, approximately 150 companies were valued below their book value on the stock exchange
– it was noted, among other things, in the company’s statement.
On Tuesday during a press conference, KO MP Agnieszka Pomaska stressed that by initiating an investigation into the merger of Orlen with Grupa Lotos, “the Public Prosecutor’s Office directly says that significant material damage could have been caused to PKN Orlen, no less than 4 billion zloty.” She emphasized that “informing the prosecutor’s office is just the beginning.”
No case will be swept under the carpet, and this particular case is truly outrageous because it has not only exposed the Treasury to financial losses, but also exposed the Treasury and all of us to a lack of fuel security in the event of a serious disaster. threat that occurs directly at our borders. These are very serious allegations and I have no doubt that the Public Prosecution Service today may feel that no politician, neither the ruling party nor the opposition party, will put pressure on them. They only expect the Public Prosecution Service to do what it was established to do
– emphasized Pomaska.
Prime Minister Donald Tusk asked on Tuesday whether it would be good if, apart from the Public Prosecution Service, the issue of the Orlen-Lotos merger were also clarified by an investigative committee. He replied that he was not interested in an “investigation” into Poland.
There is probably a lot of material from the Supreme Court of Audit and the material resulting from the analyzes of the secret services, so perhaps there will be no commission of inquiry and perhaps the classic actions, that is, the prosecution and disclosure, will be sufficient.
– said the head of the government.
I would really like people to see as much as possible what happened there, not only in Orlen, but also in other companies. Perhaps this does not require an investigative committee, but only the Public Prosecution Service on the one hand and a simple, quick audit on the other.
– added the Prime Minister. According to him, audits of companies will provide a lot of public information and it will then become clear whether an investigation committee is necessary or not.
tkwl/PAP
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Source: wPolityce