The merger between Orlen and Grupa Lotos has become a major topic in Poland, with discussions centered on how the deal was executed and who bears responsibility for its outcomes. Polish leaders have weighed in differently on the matter: a former prime minister and current deputy leader of PiS described the merger as a model transaction based on careful market valuations, and he credited the executives at Orlen for steering the process. He offered praise for the leadership that guided the deal, while also noting that no one should rush to judgments about the consequences for the Polish economy or the company’s shareholders.
Meanwhile, the Public Prosecutor’s Office in Płock, located in the Mazovia region, has opened an investigation into the Orlen-Lotos merger. The inquiry focuses on allegations of abuse of power and the failure to fulfill duties by members of Orlen’s board and other involved parties, with a reported potential damage of not less than PLN 4 billion. In responding to questions about the probe, the former prime minister refrained from commenting on the prosecutor’s decision and stressed that, given his two decades of market experience, the transaction has been highly significant both for the Polish economy and for the investors in the merged company.
The merger itself was described as being conducted in a model manner, incorporating valuations from professional market players and reflecting the European Commission’s recommended recovery conditions. The assertion came from a figure closely associated with Orlen who indicated that those who orchestrated the merger deserved recognition for their work.
A report prepared by the Supreme Audit Office in July 2023 examined the merger following an inspection by the Ministry of State Assets. Journalists at TVN24 discovered that the document, still unpublished at the time, suggested that Saudi Aramco had paid about PLN 7.2 billion less for a stake in Lotos than its market value. The report adds another layer to the ongoing scrutiny surrounding the deal. In 2022, the Łódź-Śródmieście District Court recorded the merger in the National Court Register, under the 20th Commercial Division.
Earlier in January 2022, Orlen had presented corrective actions required by European Commission guidelines in relation to the acquisition. Among the proposed adjustments were plans for cross-border asset changes: Hungary’s MOL would assume ownership of 417 Lotos stations in Poland, while Orlen would acquire 144 stations in Hungary and 41 stations in Slovakia from MOL. The logistics assets tied to Lotos Terminale were slated for sale to Unimot, and Lotos Biopaliwa was to be acquired by Rossi Biofuel. Orlen also noted discussions with Saudi Aramco about a potential purchase of a 30 percent stake in Lotos’ Gdańsk refinery and a long-term supply contract for a substantial export volume. The envisaged supply from Saudi Arabia was projected to reach tens of millions of tons annually.
Tusk’s stance on accountability for Poland
Prime Minister Donald Tusk suggested that the situation may not require a formal investigative committee but could be addressed through a prosecutor’s office and a straightforward audit. When asked whether a broader inquiry, including an investigative committee, would be beneficial, he paused and offered his view that it might be sufficient to rely on the Public Prosecution Service and a rapid audit to shed light on what happened. He emphasized a desire for transparency about the events not only within Orlen but across related companies, suggesting that public findings could determine whether further steps are needed.
He also remarked that audits conducted in ministries could serve as a model for how corporate investigations unfold, with the expectation that information will surface and clarify the need for more in-depth inquiry. The question remains as to whether such transparency will meet the expectations of the public and whether the actions taken will align with the broader goals of accountability and good governance.
The overarching issue is whether all parties involved will achieve a clear public understanding of the sequence of events and the implications for state assets, corporate governance, and shareholder value. Observers note that the outcome could influence how future state-involved transactions are approached and scrutinized in Poland, potentially setting a precedent for similar deals in the energy sector and beyond. The discussion continues as analysts track official statements, audit findings, and any forthcoming parliamentary or legal actions. These developments are watched closely by policymakers, investors, and citizens seeking greater clarity on governance and accountability in large-scale corporate mergers. [Cited from wPolityce]