Grupa Azoty has submitted a counteroffer regarding Orlen's acquisition of shares in Grupa Azoty Polyolefins S.A. (GAP). The value of the proposal is identical to Orlen's earlier offer and amounts to a total of PLN 1.022 billion. The counteroffer is valid until 28 March 2026 and, similarly to Orlen's offer, assumes the completion of the transaction by 30 June 2026. The document defines the legal, commercial and organisational framework for the implementation of the share sale transaction, including a reference to the commercial expectations indicated by Orlen. The proposal is non-binding, and its effectiveness is conditional upon the fulfilment of several conditions, above all the completion of the restructuring proceedings at GAP. For Grupa Azoty, maintaining the continuity of Grupa Azoty Polyolefins' operations and agreeing with creditors on solutions enabling the implementation of the adopted restructuring schedule remain key priorities.
The president of the management board of Grupa Azoty, Andrzej Skolmowski, emphasises the importance of the ongoing restructuring process at GA Polyolefins in the context of the response submitted to Orlen. "Our response to Orlen's offer takes into account the restructuring proceedings currently conducted at Polyolefins in the arrangement approval procedure, aimed at the continuation of the company's operations and the conclusion of an arrangement with creditors. This process requires coordinated negotiations with creditors and is carried out according to a specific schedule with defined milestones. The completion of the restructuring proceedings is a material element conditioning the offer," comments Andrzej Skolmowski, president of the management board of Grupa Azoty.
Scope and conditions of Grupa Azoty's counteroffer
Grupa Azoty's counteroffer reflects the company's position on the potential sale of GA Polyolefins shares and sets out the conditions under which the disposal process could be carried out. The proposal defines key transactional assumptions, covering both the target shareholding structure and the requirements for completing restructuring and obtaining formal corporate and administrative approvals.
The document clearly states that the transaction is considered solely in the form of Orlen acquiring 100% of GA Polyolefins shares. This means that the implementation of the offer is conditional on agreeing such terms of purchase that will ensure the transfer of full ownership control over the company to the potential buyer.
Key conditions for closing the transaction
According to the submitted counteroffer, the possibility of completing the transaction depends on the fulfilment of several fundamental conditions. Firstly, Grupa Azoty expects GA Polyolefins to complete the restructuring proceedings conducted in the arrangement approval procedure. This completion is to lead to the repayment of all receivables and claims, taking into account the reduction of liabilities agreed under the approved arrangement.
Another element is the agreement of detailed terms for the acquisition of shares by Orlen so that, as a result of the transaction, the buyer holds 100% of the share capital of GA Polyolefins. This condition covers both legal and financial aspects, including the rules of settlement between the parties.
Irrespective of the above, Orlen is also expected to conduct a due diligence review of GA Polyolefins. The transaction will only be possible if Orlen obtains a satisfactory result of this review, covering an analysis of the company's financial, legal and operational situation.
A separate group of conditions comprises all corporate and administrative approvals required to close the transaction. This includes decisions of the relevant corporate bodies on the side of Grupa Azoty and Orlen, as well as the necessary approvals of regulators and administrative authorities, if required by law.
Restructuring of GA Polyolefins and earn-out expectations
Grupa Azoty's counteroffer has been prepared taking into account the ongoing restructuring proceedings at GA Polyolefins. They are conducted in the arrangement approval procedure, which assumes the development of an agreement with creditors and the continuation of the company's operations. The restructuring process follows a defined schedule with set milestones, and its completion is one of the key conditions for a potential transaction with Orlen.
In the counteroffer, Grupa Azoty also presented its expectation regarding the application of an earn-out mechanism, that is, future conditional payments due from Orlen to Grupa Azoty. The earn-out structure will be specified in more detail in the transaction documentation. It will define both the maximum amount of potential additional payments and the specific circumstances in which these payments will become due.
The earn-out mechanism, widely used in equity transactions, is intended to link part of the sale price to the future performance or specific events on the side of the acquired company. In this case, Grupa Azoty signals an expectation that the final settlement with Orlen will include additional conditional payments, dependent on parameters defined in the agreement.
Grupa Azoty's counteroffer in response to Orlen's proposal sets the framework for further discussions on the future of GA Polyolefins and the possible change in the company's ownership structure. The final shape of the transaction, including the details of settlement mechanisms and the action schedule, will result from further negotiations between the parties and the progress of the restructuring process.
