Unimot Group has signed a preliminary agreement for the acquisition of Olavion shares

Date of publication: 09.01.23

Unimot Group, a multi-energy group of companies and a leader among independent importers of fuels within Poland, has signed a preliminary agreement for the acquisition of 100 % shares owned by Olavion, a company involved in rail transportation services. This is a subsequent step to expand the railway infrastructure and supplement the Group’s value chain in logistics. The final agreements will be concluded once the conditions precedent are satisfied.

Olavion, which the Unimot Group is going to acquire, provides services in the field of rail transportation in Poland under the relevant licence, as well as freight forwarding services nationally and abroad. The Company has a well-qualified managerial staff, drivers and dispatchers. In addition, Olavion maintains long-term business relationships and has multi-annual agreements concluded, which allow for providing freight and shipping services to its customers. Olavion has 16 locomotives and 69 employees, including 42 drivers. Within the entire year 2022, Olavion transported 1,105,000 tonnes of goods. It is worth noting that the Company may transport approximately 1.5 million tonnes of goods annually. Additionally, Olavion has concluded lease agreements for the subsequent five technologically-advanced locomotives with an additional diesel engine, which will be put into service in the second half of 2023, thus increasing the carriage capacity and significantly improving the company’s operational capabilities.

In accordance with numerous announcements, we are concentrating our efforts on logistics investment to meet market demands. The availability of the product is not currently the biggest challenge; rather, it is its quick and affordable transport, and this investment enables us to secure this aspect of the business. In the first quarter of this year, the last batches of rail tank cars will be delivered to us. The completion of the transaction consisting in the acquisition of shares owned by Olavion, which is equipped with locomotives, relevant licences and permits, as well as highly-qualified staff, will allow us to complete this value chain and use the synergy effect – says Adam Sikorski, President of the Management Board of Unimot S.A.

The preliminary conditional agreement concluded on 9^th January 2023 provides for the acquisition of 100 % of Olavion shares from two natural persons, including the majority shareholder, and seven members of the managerial staff.

Pursuant to the preliminary agreement, the Parties undertook to conclude the promised agreement for the sale of a total of 100 % of shares owned by Olavion. The first agreement will be concluded with two natural persons, including the majority shareholder, the subject matter of which will be 90 % of Olavion’s shares. The other agreements will be concluded with members of the managerial staff and will concern 10 % of Olavion’s shares.

The fulfilment of conditions, including in particular: the approval of the President of the Office of Competition and Consumer Protection, the conclusion of a long-term transportation services agreement between Unimot Paliwa and Olavion, the non-occurrence of adverse events related to the encumbrance on the shares, the taking of unfavourable actions leading to changes in Olavion’s economic and financial standing, as well as other factors, will determine whether the promised agreements will be concluded. The deadline, i.e., 30^th June 2023 was agreed for the fulfilment of the conditions precedent.

The supplementary conditions for the conclusion of the promised agreement with members of the managerial staff include maintaining the current composition of the Management Board and key managers of Olavion, as well as the preparation of financial statements for 2023 and 2024. Taking the aforesaid into consideration, it was agreed that the deadline for the acquisition of 10 % of the shares from members of the managerial staff would be no later than 7^th July 2025.

The value of the transaction consisting in the acquisition of 100 % of shares owned by Olavion will be set at the transaction date.