SSW advised on the strategic merger between PGNiG S.A. and PKN ORLEN S.A.

SSW advised PGNiG on its merger with PKN Orlen, regarding the company’s domestic upstream operations. We provided comprehensive advice on environmental, regulatory, corporate and real estate issues. SSW cooperated with PGNiG on this project for over a year and a half.  

The merger between PGNiG and PKN Orlen is of strategic importance to strengthening Poland’s energy and natural resources security. It is also crucial for development and strengthening of the fuel and energy industry. This merger is one of the largest transactions in the energy sector in recent years. Estimates show that the new group’s post-merger revenues will reach PLN 300 billion this year. 

A key role was played by the SSW’s Mining and Environmental team led by Anita Palukiewicz (Partner), who was supported by Joanna Perzyna (Senior Associate) and Joanna Palka (Senior Associate). The team provided comprehensive advice on regulatory and environmental issues, involving conducting numerous specialist studies and legal analyses, preparing documentation to transfer all of PGNiG’s upstream operations. On environmental issues the team was also supported by Anna Bojja (Associate), Tomasz Pietrzyk (Associate) and Anna Piotrowska (Senior Associate) 

The SSW’s Corporate team comprising Katarzyna Solarz-Włodarska (Partner), Grzegorz Koguciuk (Senior Associate) and Kamil Jurzak (Associate) assisted on corporate matters. 

Michał Badowski (Partner), Łukasz Cudny (Partner), Iwona Domańska (Associate) advised on key hydrocarbons prospecting, exploration and production contracts as well as supply and service agreements. 

The Real Estate team comprised of Robert Wodzyński (Counsel), Joanna Berzyńska-Garal (Associate) and Aleksander Krzeszowiak (Legal Knowledge Manager). They were responsible for performing due diligence on the legal titles to the properties required for mining operations. They also supported PGNiG in discussions with the National Agricultural Support Centre. 

SSW’s expert teams from the Tax, Intellectual Property and Public Procurement Law practices were also involved in the merger process. 

SSW also cooperated with other legal advisers in this transaction. 

Congratulations to our Client and all partners involved for having finalised such a significant transaction.