On 31 March this year, Grupa Azoty signed a preliminary share purchase agreement with Orlen for GA Polyolefins. As a result of the planned transaction, Orlen will acquire 100% of the company’s shares. The transaction value is PLN 1.183 billion and it will be executed on a cash-free, debt-free basis, that is excluding cash and debt from the balance sheet of the acquired company. For Grupa Azoty this is a key element in restructuring the financial situation related to the Polimery Police project and one of the most important investment projects of recent years.
The implementation of this transaction was made possible by a settlement with Hyundai Engineering Co. (HEC), the existing shareholder of GA Polyolefins. The settlement covers the mutual withdrawal of claims filed with VIAC, as well as the earlier termination of the agreement between all shareholders. This removed significant legal barriers that had previously prevented changes in the ownership structure of the project.
In its communication, Grupa Azoty emphasised the importance of this decision for the further functioning of the capital group and the implementation of the new strategy, one of the main objectives of which is to focus on fertiliser activities and improve the debt profile. The transaction also has a significant impact on the local economy and the industrial environment in Police, including maintaining the continuity of GA Polyolefins’ operations and its associated entities.
Importance of the transaction for Grupa Azoty
Grupa Azoty describes addressing the Polimery Police project as a turning point and the first of the most significant investment and financial issues that require resolution. Transferring control of GA Polyolefins to Orlen means that Grupa Azoty will be released from part of the debt related to this project, which has been limiting the group’s operational flexibility.
Marcin Celejewski, President of the Management Board of Grupa Azoty, stresses in his statement that transferring the project to a partner with strong competences in the petrochemical downstream segment is in line with the adopted strategy of reducing investment risk. He indicates that the transaction is intended to act as a catalyst for implementing Grupa Azoty’s new strategy, which assumes a focus on the fertiliser core business and maximising synergies within the capital group. According to the president, one major step still lies ahead for Grupa Azoty, which is expected to enable a shift from defensive debt management to active value creation for the entire group.
Terms and structure of the transaction
Under the preliminary agreement, Orlen will provide the capital necessary to implement the composition arrangement with GA Polyolefins’ creditors and to repay out-of-arrangement liabilities. This means that the strategic investor will assume the financing of the company’s key obligations, enabling its continued operation and completion of the debt restructuring process.
As part of the agreed transaction structure, Orlen will also grant GA Polyolefins a loan to finance its current operating activities. This is intended to ensure the company’s liquidity until the sale process is completed and the composition proceedings are finalised. The agreement also includes an earn-out mechanism, that is the participation of selected stakeholders, including Grupa Azoty Police, in any future profits of GA Polyolefins. Orlen will be the entity obliged to pay any earn-out amounts.
After closing the transaction, companies from the Grupa Azoty group are to continue commercial cooperation with GA Polyolefins on an arm’s length basis. Revenue from this cooperation will be generated mainly by GA Police, which will be responsible for supplying utilities and services, and by Zarząd Morskiego Portu Police, which will provide leases of port real estate. In this way, key operational links between the polyolefin project and the industrial infrastructure in Police will be maintained.
Link to composition proceedings
The sale process of GA Polyolefins is closely linked to the company’s composition proceedings, which have been ongoing since 28 November 2025. On 27 March, GA Polyolefins’ creditors voted in favour of adopting the arrangement, and on 28 March a motion for its approval was filed with the court. The arrangement becoming final is now a key condition for completing the transaction and for the entry of the strategic investor.
Małgorzata Królak, President of the Management Board of GA Polyolefins, considers the outcome of the vote on the arrangement to be an important milestone that opens the way for the company to be taken over by a strategic investor and concludes a complex phase of negotiations with creditors and shareholders. She notes that thanks to the involvement of all parties, the restructuring process has entered a decisive phase in which court approval of the arrangement remains crucial.
According to the president of GA Polyolefins, the adopted solution makes it possible to avoid the company’s bankruptcy while ensuring the region’s economic security and job stability. Thus, the transaction with Orlen and the arrangement with creditors are significant not only for Grupa Azoty’s balance sheet and the situation of GA Polyolefins, but also for the local labour market and the supply chain in the chemical and petrochemical sector.
