Orlen maintains the terms of the non-binding offer to purchase all shares of Grupa Azoty Polyolefins and extends its validity until March 31, 2026, the company said in a statement on Wednesday. Taking control of the company by the fuel giant may prove to be the only chance to restructure the debt and complete the strategic petrochemical project.
As part of the Polimery Police project (later operating as Grupa Azoty Polyolefins, GAP), an installation costing approximately PLN 7.5 billion was to be built, one of the largest investments in the petrochemical industry in Europe and in the entire history of the Polish industry. The project, piloted by Jacek Sasin, was supposed to be a great development leap for the Polish fertilizer company and enable the company to open up to new, promising business branches in the form of propylene and polypropylene production.
The business goals of the investment were never achieved – construction delays, a raw material crisis and a decline in demand for polypropylene meant that the installation never achieved its potential. The banks that financed it called for repayment of liabilities, and the company also entered into a dispute with the main contractor – Korean Hyundai Engineering.
Two offers for Azoty Polyolefins
The main shareholders of GAP are Zakłady Chemiczne Police (34.4%) and Grupa Azoty (30.5%). Orlen currently holds 17.3 percent. shares in GAP, Hyundai Engineering Co. — 16.6 percent, Korea Overseas Infrastructure and Urban Development Support Corporation — 1.1 percent.
Let us recall that on October 15, Orlen submitted to Grupa Azoty a non-binding offer to purchase all shares of Grupa Azoty Polyolefins, with a total value of PLN 1.022 billion.
It was announced then that the offer assumed 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.
See also: Jacek Sasin's great investment is in trouble. The Koreans are going to court for billions
The offer concerns Orlen's provision of financing to Grupa Azoty Polyolefins necessary to restructure all receivables, claims and purchase all GAP shares from other shareholders.
However, on December 15, Grupa Azoty submitted a counter-offer to Orlen for the sale of Grupa Azoty Polyolefins shares. 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 counteroffer is valid until March 28, 2026.
Azoty and Orlen: two state champions
Grupa Azoty ranks second in the EU in the production of nitrogen and multi-component fertilizers, and products such as melamine, caprolactam, polyamide, OXO alcohols and titanium white also have a strong position in the chemical sector, being used in many industries. Its consolidated sales revenues reached PLN 13.04 billion in 2024.
The Orlen Group manages refineries in Poland, the Czech Republic and Lithuania, conducts retail operations in Central Europe, mining operations in Poland, Norway, Canada and Pakistan, and is also involved in energy production, including renewable energy sources and natural gas distribution. As part of the construction of a multi-energy concern, the company finalized the acquisitions of Energa, Grupa Lotos and PGNiG. Its consolidated sales revenues reached PLN 296.95 billion in 2024. The company has been listed on the WSE since 1999; is included in the WIG20 index, it is the largest Polish company in terms of capitalization on the Warsaw Stock Exchange, currently valued at almost PLN 112 billion.
