UNIMOT obtains UOKiK approval to acquire Lotos Terminale – success of Greenberg Traurig’s Competition Law Team

• On 8 July 2022, UNIMOT Investments received unconditional approval from the President of the Office of Competition and Consumer Protection (“UOKiK”) to acquire 100% of the shares in Lotos Terminale.
  
  
• The purpose of the transaction is for UNIMOT Group to enter the business of an independent logistics operator based on the acquired infrastructure and grow its existing bitumen business, leveraging the acquired production assets and entering into a long-term bitumen supply contract with the LOTOS Group. UNIMOT will become the third player in the fuel storage market and the second player in the bitumen sales market.
  
  
• Partner Robert Gago and the Competition Law Team represented the client throughout the proceedings before UOKiK. Greenberg Traurig attorneys also advised the client in its relations with the European Commission, which on 20 June 2022 issued a decision, among others, approving UNIMOT as a suitable purchaser of the assets subject to the remedies imposed by the European Commission on PKN Orlen.

The intended transaction between the UNIMOT Group, the LOTOS Group and PKN Orlen is taking place as part of PKN Orlen's implementation of a number of divestments provided for in the remedies required under the European Commission's conditional decision of 14 July 2020 related to PKN Orlen's intention to take control over the LOTOS Group. 

On 12 January 2022, UNIMOT Investments, a UNIMOT Group company, concluded a preliminary share purchase agreement for the acquisition of 100 per cent of Lotos Terminale shares from the LOTOS Group, as well as a facilities agreement to finance the transaction. The transaction concerns, among others, nine fuel storage terminals and two bitumen production facilities located in Jasło and Czechowice-Dziedzice, carved out from LOTOS Asfalt.

The Notification to UOKiK was filed on 9 February 2022, thus it took five months to thoroughly investigate the merger. The proceedings were concluded in the so-called Phase 1, with UOKiK finding that the transaction will not result in any limitation of competition, and therefore no conditions were imposed by UOKIK. UOKiK examined the markets which will be affected by the merger in horizontal, vertical and conglomerate aspects. 

“Competition law played a fundamental role in this transaction, since had it not been for European competition law regulations—which resulted in the European Commission imposing remedies on PKN Orlen, including divestments and sale of assets—the transaction would have never been devised. UNIMOT entered into the transaction agreements subject to conditions precedent, which included, among others, the UOKIK President’s approval and the European Commission’s approval for UNIMOT as a suitable purchaser. This type of advice had no precedent on the Polish market, given the degree of complexity and parallel interconnections, as well as the distinctive features of the pending proceedings. The two regulators were interested in different aspects of the transaction, and in both cases their officers were conscientious in their reviews. This required us to present arguments concerning the future effects of competition based on detailed economic and market data. It is worth emphasizing that cooperation with the client was flawless and it was also very helpful that UNIMOT’s in-house lawyers had unique competition law expertise, which ensured significant synergies and effective coordination of activities conducted by different business units of UNIMOT,” said Robert Gago, partner at Greenberg Traurig and head of the competition law practice in Poland.

UNIMOT’s work was coordinated by a seasoned team of in-house lawyers managed by Grzegorz Derecki, Director of Unimot’s Legal Department, supported by Piotr Borowiec (Senior Counsel).