Polski Koncern Naftowy ORLEN Spólka Akcyjna (WSE:PKN) signed a conditional binding agreement to acquire OTP Sp. z o. o. from Trans Polonia S.A. (WSE:TRN) for PLN 89.2 million on November 20, 2020. The total purchase price is PLN 89.2m, subject to a possible adjustment by verified net debt and working capital calculated in accordance with the rules set out in the binding agreement. The deal is subject to occurrence of a situation in which the acquisition of shares by PKN Orlen will be permitted under the Act on Competition and Consumer Protection (consent of the President of the Office of Competition and Consumer Protection), Trans Polonia obtaining the consent of the private equity fund operating under the company Syntaxis II Luxembourg Capital S.à r.l. with its registered office in Luxembourg to conclude the dispositive agreement, obtaining by Trans Polonia the consent of ING Bank Slaski to conclude the disposition agreement and release the collateral established on OTP shares or assets and registration of the reduction of OTP's share capital. Michal Iwanicki and Anna Romaniuk of mInvestment Banking S.A. acted as financial advisors and Everberg acted as legal advisor to Trans Polonia.

Polski Koncern Naftowy ORLEN Spólka Akcyjna (WSE:PKN) completed the acquisition of OTP Sp. z o. o. from Trans Polonia S.A. (WSE:TRN) on March 31, 2021.