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Grupa Azoty responds to ORLEN’s offer to acquire shares in Grupa Azoty Polyolefins
15.12.2025
Grupa Azoty responds to ORLEN’s offer to acquire shares in Grupa Azoty Polyolefins

Grupa Azoty has submitted a counteroffer regarding the acquisition by ORLEN of shares in Grupa Azoty Polyolefins S.A. (GAP). The value of the counteroffer is identical to ORLEN’s offer and amounts to PLN 1.022 billion. The counteroffer remains valid until 28 March 2026 and—like ORLEN’s offer—assumes completion of the transaction by 30 June 2026.

‘Our response to ORLEN’s offer takes into account the ongoing restructuring proceedings at Polyolefins under the restructuring approval procedure, aimed at continuing operations and reaching an arrangement with creditors. This process requires coordinated discussions with creditors and is being conducted according to a defined timetable with established milestones. Completion of the restructuring proceedings is a key condition underlying the offer,’ comments Andrzej Skolmowski, President of the Management Board of Grupa Azoty.

The counteroffer reflects Grupa Azoty’s position on the sale of GAP shares and sets out the legal, commercial and organisational terms for the divestment process. In particular, it addresses the commercial expectations outlined in ORLEN’s offer.

The offer is non-binding and subject to fulfilment of certain conditions, including in particular:

  • completion by GAP of the restructuring proceedings, resulting in the settlement of all liabilities and claims, taking into account the debt reduction agreed within the proceedings;        
  • agreement on the terms of ORLEN’s acquisition of GAP shares so that the buyer acquires 100% of the company’s shares as a result of the transaction;      
  • ORLEN obtaining a satisfactory outcome of the due diligence review of GAP;
  • obtaining all required corporate and administrative approvals necessary to complete the transaction.

In the counteroffer, Grupa Azoty also expressed its expectation that an earn-out mechanism be provided, i.e. future conditional payments payable by ORLEN to Grupa Azoty (“Earn-Out”). Both the amount of the Earn-Out and the circumstances under which it will become payable will be specified in the transaction documentation.

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