# C_2023078EN.01001001.xml

| 2.3.2023 | EN | Official Journal of the European Union | C 78/10 |
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2.3.2023

EN

Official Journal of the European Union

C 78/10

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Prior notification of a concentration

(Case M.10933 – ORLEN / SGE / OSGE)

Candidate case for simplified procedure

(Text with EEA relevance)

(2023/C 78/09)

1.

This notification concerns the following undertakings:

| — | Polski Koncern Naftowy Orlen S.A. (‘ORLEN’, Poland), a publicly listed entity (2), |
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Polski Koncern Naftowy Orlen S.A. (‘ORLEN’, Poland), a publicly listed entity (2),

| — | Synthos Green Energy S.A. (‘SGE’, Poland), ultimately controlled by MS Galleon GmbH, |
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Synthos Green Energy S.A. (‘SGE’, Poland), ultimately controlled by MS Galleon GmbH,

| — | Orlen Synthos Green Energy sp. z o.o. (‘OSGE’, Poland), jointly controlled by ORLEN and SGE. |
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Orlen Synthos Green Energy sp. z o.o. (‘OSGE’, Poland), jointly controlled by ORLEN and SGE.

ORLEN and SGE jointly control OSGE, a non-full-function joint venture. Upon the transformation of the existing business model of OSGE through the expansion and acceleration of its activities, OSGE will evolve from non-full-function to full-function. OSGE’s shift from non-full-function to full-function will amount to a concentration within the meaning of Article 3(4) of the Merger Regulation.

The concentration is accomplished by way of a resolution adopted by the OSGE shareholders meeting setting out the transformation of OSGE’s business plan and the expansion and acceleration of OSGE’s activities.

2.

| — | ORLEN is an oil refiner and petrol retailer, |
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ORLEN is an oil refiner and petrol retailer,

| — | SGE develops zero-emission energy solutions. |
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SGE develops zero-emission energy solutions.

3.

| — | development and deployment of small- and micro-modular reactor technology (‘SMR’ and ‘MMR’) based (small-scale) nuclear power plants, exploration of potential reactor sites, and, once the nuclear power plants are operational, the commercialisation of SMR/MMR-generated electricity in Poland. OSGE’s core business activity will be the generation and supply of electricity in Poland. |
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development and deployment of small- and micro-modular reactor technology (‘SMR’ and ‘MMR’) based (small-scale) nuclear power plants, exploration of potential reactor sites, and, once the nuclear power plants are operational, the commercialisation of SMR/MMR-generated electricity in Poland. OSGE’s core business activity will be the generation and supply of electricity in Poland.

4.

Pursuant to the Commission Notice on a simplified procedure for treatment of certain concentrations under Council Regulation (EC) No 139/2004 (3) it should be noted that this case is a candidate for treatment under the procedure set out in the Notice.

5.

Observations must reach the Commission not later than 10 days following the date of this publication. The following reference should always be specified:

M.10933 – ORLEN / SGE / OSGE

Observations can be sent to the Commission by email, by fax, or by post. Please use the contact details below:

Email: COMP-MERGER-REGISTRY@ec.europa.eu

Fax +32 22964301

Postal address:

| European Commission |
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| Directorate-General for Competition |
| Merger Registry |
| 1049 Bruxelles/Brussel |
| BELGIQUE/BELGIË |

European Commission

Directorate-General for Competition

Merger Registry

1049 Bruxelles/Brussel

BELGIQUE/BELGIË

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(1)  OJ L 24, 29.1.2004, p. 1 (the ‘Merger Regulation’).

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(2)  35,66 % of ORLEN’s shares are held by the State Treasury of the Republic of Poland. The other major shareholders are Nationale-Nederlanden OFE (7,31 %) and Aviva OFE Aviva Santander (5,43 %).

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(3)  OJ C 366, 14.12.2013, p. 5.

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