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

WARSAW, 13 July 2022
  • 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. 

“UOKiK’s approval is yet another key step bringing us closer to finalizing this largest transaction in our company's history. The transaction implements our strategy of diversifying revenue sources and will significantly increase the scale of our business, which will enable the UNIMOT Group to strengthen its position as the largest independent operator on the fuel market in Poland,” said Adam Sikorski, President of the Management Board of UNIMOT S.A.
The Greenberg Traurig team was supervised by Partner Robert Gago, and the project was led by Senior Associate Anna Celejewska-Rajchert, supported by Associate Anna Bryńska with the participation of Senior Associate Filip Drgas. In addition to providing advice on competition law, Greenberg Traurig is also advising the client on various legal aspects relating to negotiation of the financing documents. This area is the responsibility of Associate Krzysztof Wiśniewski supervised by Partner Aleksander Janiszewski.

“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).

“Both UOKiK and the European Commission set a high bar for UNIMOT as regards the need to provide a great deal of very detailed information on the commercial parameters of the transaction. Therefore, it was crucial to the final success to develop a comprehensive and coherent line of arguments which was positively assessed by the antitrust authorities. We were able to comply with these requirements thanks to excellent cooperation with the exceptionally efficient and professional competition law experts from Greenberg Traurig,” said Grzegorz Derecki, Director of Unimot’s Legal Department.
Greenberg Traurig LLP

Greenberg Traurig, LLP is a global, multi-practice law firm with approximately 2400 attorneys serving clients from 43 offices in the United States, Latin America, Europe, Asia, and the Middle East. 

GREENBERG TRAURIG Nowakowska-Zimoch Wysokiński sp.k. was named the 2021 Poland Firm of the Year award at the highly esteemed Euromoney Legal Media Group “Women in Business Law Awards 2021 Europe” and the 2021, 2019, 2018 Law Firm of the Year in Poland by International Financial Law Review (IFLR). The Warsaw office of Greenberg Traurig, LLP provides legal services to clients in Central Europe and beyond and consists of approximately 100 lawyers. Team members are regularly recognized as leaders in numerous practice areas. Chambers Global, Chambers Europe, IFLR1000 and EMEA Legal 500 consistently rank them among the top tiers the areas of Corporate/M&A, Capital Markets, Real Estate, Private Equity, Competition, Tax, Banking and Finance, Project Finance, Energy, Dispute Resolution and TMT.

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