2025-12-15 19:32
publication
2025-12-15 19:32
Grupa Azoty submitted an offer to Orlen to sell shares of Grupa Azoty Polyolefins, Azoty reported. The counteroffer was submitted in response to Orlen's offer of October 15. The value of the counteroffer corresponds to the value of Orlen's offer and amounts to a total amount of PLN 1.022 billion.
#The company corrects the validity date of the counteroffer#
“The counteroffer presents the company's position regarding the sale of GAP shares and specifies the legal, commercial and organizational conditions for carrying out the sale process of these shares, including in particular the response to the commercial expectations presented in Orlen's offer,” the statement said.
In the counteroffer, the company also raised the expectation of ensuring an earn-out mechanism, i.e. future conditional payments due from Orlen to the company. Both the amount of earn-out and the circumstances in which it will be due will be specified in the transaction documentation.
“The Counteroffer is valid until March 28, 2026, and the finalization of the transaction is expected (as in the case of the ORLEN Offer) by June 30, 2026. The Counteroffer assumes that the proceedings for approval of the arrangement will end by July 31, 2026, and in the event of opening arrangement proceedings, it will end by July 31, 2028.” – it was written.
As reported, the value of the counteroffer corresponds to the value of Orlen's offer and amounts to a total amount of PLN 1.022 billion.
In mid-October, Orlen submitted a non-binding offer to Grupa Azoty to purchase all shares of Grupa Azoty Polyolefins. The total value of the offer is PLN 1.022 billion. As reported then, the offer assumes the acquisition of all shares of Grupa Azoty Polyolefins, including the assets included in GAP, free from all encumbrances on a cash-free-debt-free basis. The offer submitted by Orlen is valid until December 31, 2025, and the transaction is expected to be finalized by June 30, 2026.
“Our response to Orlen's offer takes into account the ongoing restructuring proceedings at Polyolefins under the arrangement approval procedure, aimed at continuing the company's operations and concluding an arrangement with creditors. This process requires coordinated talks with creditors and is carried out within a specific schedule, with designated milestones. The completion of the restructuring proceedings is an important element conditioning the offer,” commented Andrzej Skolmowski, president of Grupa Azoty, quoted in the press release.
According to the company, the counteroffer reflects Grupa Azoty's position on the sale of GAP shares and specifies the legal, commercial and organizational conditions for carrying out the process of selling them, in particular referring to the commercial expectations indicated in Orlen's offer.
“The offer is non-binding and depends on the fulfillment of certain conditions, including in particular: completion of the restructuring proceedings by GAP, which will lead to the repayment of all receivables and claims, taking into account the reduction of liabilities determined as part of the proceedings; agreeing on the terms of purchase of GAP shares by ORLEN, so that as a result of the transaction the buyer will acquire 100% of the shares of this company; obtaining by Orlen a satisfactory result of the GAP due diligence; obtaining all corporate and administrative approvals required to complete the transaction” – mentioned in the announcement.
In the counteroffer, Grupa Azoty also expected to provide an earn-out mechanism, i.e. future conditional payments due from Orlen to Grupa Azoty. As stated, both the amount of Earn-out and the circumstances in which it will be due will be specified in the transaction documentation.
In September, Grupa Azoty announced the signing of an annex to the Memorandum of Understanding (concluded on August 1, 2025) between Grupa Azoty, Grupa Azoty Police, Grupa Azoty Polyolefins and Orlen. The annex extended the parties' cooperation by analyzing the possibility of a possible sale of all or part of the shares of Grupa Azoty Polyolefins by Grupa Azoty and Grupa Azoty Police.
The current shareholder structure of GA Polyolefins is: Grupa Azoty Police – 34.4 percent, Grupa Azoty – 30.5 percent, Orlen – 17.3 percent, Hyundai Engineering Co. – 16.6 percent, Korea Overseas Infrastructure and Urban Development Support Corporation – 1.1 percent. (PAP Business)
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