Non-binding offer to buy all shares of Grupa Azoty Polyolefins

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ORLEN S.A. informs that on 15 October 2025 it made a non-binding offer to Grupa Azoty S.A. (“Offer”) to buy all shares of Grupa Azoty Polyolefins S.A. (“GAP”). ORLEN holds currently 17,3% of GAP’s shares.



The Offer assumes the purchase of all GAP shares, including GAP assets, cash free debt free.

The Offer is non-binding and subject to the following conditions precedent, among others:

·        Completion of the restructuring proceedings of GAP, conducted by GAP, aimed at repaying all debts and claims according to the agreed reduction and final settlement of the EPC construction contract,

·        Agreement on the terms of GAP shares acquisition by ORLEN within the share purchase agreement with all GAP shareholders,

·        Satisfying for ORLEN, results of GAP due diligence process,

·        Complete corporate and administrative approvals required for transaction finalization.


The Offer made by #ORLEN today is valid until 31 December 2025 and finalization of the transaction is expected by 30 June 2026.

The Offer involves ORLEN delivering to #GAP financing necessary to proceed with restructuring of all debts, claims and purchasing all GAP shares from the other shareholders. The Offer has been submitted for a total consideration of PLN 1,022 bn.


The submission of the Offer is consistent with ORLEN Strategy 2035 in terms of selective investments in polymers and petrochemicals value chain.


source : Orlen

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