Prior notification of a concentration (Case M.10933 – ORLEN / SGE / OSGE) Candidate case for simplified procedure (Text with EEA relevance) 2023/C 78/09
Date: 2023-03-02
Institutions: Directorate-General for Competition, European Commission
Subjects: clean technology, economic concentration, energy industry, merger control, oil refining, petrol, renewable energy, retail trade








C_2023078EN.01001001.xml










2.3.2023   


EN


Official Journal of the European Union


C 78/10






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.   
On Wednesday 22 February 2023, the Commission received notification of a proposed concentration pursuant to Article 4 of Council Regulation (EC) No 139/2004 (1).
This notification concerns the following undertakings:






—


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,










—


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.   
The business activities of the undertakings concerned are the following:






—


ORLEN is an oil refiner and petrol retailer,










—


SGE develops zero-emission energy solutions.






3.   
The business activities of OSGE are the following:






—


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.   
On preliminary examination, the Commission finds that the notified transaction could fall within the scope of the Merger Regulation. However, the final decision on this point is reserved.
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.   
The Commission invites interested third parties to submit their possible observations on the proposed operation to the Commission.
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




Directorate-General for Competition




Merger Registry




1049 Bruxelles/Brussel




BELGIQUE/BELGIË







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

(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 %).

(3)  OJ C 366, 14.12.2013, p. 5.