Zarmen Sp. z o.o., the dominant industrial conglomerate behind Poland’s ZARMEN Group, announced Friday morning that it intends to launch a mandatory tender offer for all publicly held shares of Warsaw Stock Exchange-listed Remak-Energomontaż S.A. — at a price of PLN 20.05 per share (approximately $5.14 USD), nearly double the stock’s most recent market close of PLN 10.05 (approximately $2.58 USD). Minority shareholders of Remak (ticker: RMK) now face a time-limited window to decide whether to tender their holdings at that near-100% premium, before a KNF-regulated acceptance period opens in the coming weeks.

The announcement was made through Pekao Investment Banking and Bank Pekao’s brokerage division (Biuro Maklerskie Pekao), two of Poland’s most prominent capital markets intermediaries, according to the official public notice published October 2, 2026.

Poland’s financial regulator, the Komisja Nadzoru Finansowego (KNF), must review the formal offer document before the tender acceptance period may open. Under Polish securities law, that acceptance window must run for a minimum of 28 days and a maximum of 70 days once the document is published. The KNF process and the regulated tender offer framework makes the acceptance period unlikely to begin before late October at the earliest.

Zarmen Is Already in Control — So Why the Premium?

Zarmen is not an outside bidder arriving at market price. It is already the dominant majority shareholder of Remak-Energomontaż, and both companies share the same registered address in Warsaw. What the tender offer does is convert a controlling stake into full ownership — the legal precondition for eventually delisting Remak from the Warsaw Stock Exchange and absorbing it fully into the privately held ZARMEN Group.

The offer targets 1,451,406 shares, representing the approximate minority float out of a total share capital of 3,000,000 shares. At PLN 20.05 per share, the total consideration amounts to approximately PLN 29.1 million (approximately $7.46 million USD). That is a relatively modest sum in absolute terms, but the premium it implies — roughly 99% above the Thursday close — is extraordinary by Warsaw market standards. The Warsaw Stock Exchange session summary for October 2 confirmed that Remak’s price was “intensively balanced” throughout the day’s session after the announcement, with the stock trading dramatically above its prior close.

Such elevated premiums on the Warsaw Stock Exchange typically signal one of two things: either the acquirer places exceptionally high strategic value on achieving complete control, or the target’s shares have traded at a chronic discount to their underlying earnings and contract value — or, as appears to be the case here, both.

What Remak-Energomontaż Actually Does — and Why It Matters Now

Remak-Energomontaż is one of Poland’s oldest and most technically specialized power engineering firms, with over 50 years of history in Poland’s energy sector. Its core services include the installation, overhaul, and modernization of steam and hot water boilers of all types, the assembly of power plant equipment, flue gas desulfurization systems, industrial pipelines, and heat exchanger maintenance.

The company holds a technical distinction that matters in today’s energy landscape: it is reportedly the only Polish firm to have fully mastered the hydraulic actuator technology required to assemble the pressure components of supercritical parameter boilers. Supercritical steam boilers — which operate at temperatures and pressures above the thermodynamic critical point of water, roughly 374°C (705°F) at 22.1 MPa (approximately 3,205 psi) — achieve thermal efficiencies above 43%, significantly higher than the roughly 36% average efficiency of conventional coal units. That specialized assembly expertise has made Remak an irreplaceable contractor for Poland’s coal-heavy power fleet.

But Remak’s real competitive advantage in 2026 is that its expertise transfers directly across fuel types. The company’s most recent contract wins illustrate the breadth: a PLN 50.3 million (approximately $12.91 million USD) subcontract with Polimex Mostostal for HRSG boiler assembly work — the core technology in gas-fired combined-cycle power plants — at a new gas-steam facility in Gdańsk, signed in August 2026; a PLN 17.8 million (approximately $4.57 million USD) Żerań coal boiler overhaul at ORLEN Termika’s Warsaw plant, with work ongoing through October 2026; and a PLN 39.9 million (approximately $10.23 million USD) contract win in October 2024 for construction of a 10 MW biomass boiler in Oleśnica.

The HRSG contract is particularly telling. HRSGs are the bridging technology at the heart of Poland’s energy transition: they recover exhaust heat from natural gas turbines to generate additional steam for electricity generation, making combined-cycle gas plants significantly more efficient than simple-cycle alternatives. Remak’s ability to win this contract alongside its legacy coal work demonstrates the transition-agnostic nature of its core engineering competence — high-pressure welding, pressure-component assembly, radiographic inspection, and flue gas handling are required whether the fuel source is coal, gas, or biomass.

Partnership Built Over a Decade, Now Formalized

The tender offer formalizes what has been a deepening strategic relationship between Zarmen and Remak spanning more than a decade. The two companies have repeatedly bid as consortium partners on major energy-sector contracts for blue-chip industrial clients — a relationship that effectively pre-positioned Zarmen as Remak’s ideal full owner.

Notable joint projects include a consortium contract worth PLN 21.5 million (approximately $5.51 million USD) for maintenance work at ArcelorMittal Poland’s Dąbrowa Górnicza steelworks and Zdzieszowice coke plant within a broader ArcelorMittal contract cluster totaling approximately PLN 71.4 million (approximately $18.31 million USD); and the ongoing ORLEN Południe second-generation bioethanol production facility project, where successive contract amendments have expanded the scope, most recently in June 2026, to a total value of over PLN 33.7 million (approximately $8.64 million USD).

Second-generation (2G) bioethanol, the technology at the ORLEN Południe facility, is produced from agricultural waste and cellulosic feedstocks rather than food crops — making it a key component of Poland’s renewable fuel policy under EU mandates. Remak’s pipeline assembly work on that project, executed as a subcontractor to Zarmen, demonstrates precisely the integrated capability that Zarmen gains by owning Remak outright: rather than sharing a project’s value and coordination complexity across consortium structures, a fully integrated ZARMEN Group can offer clients from ORLEN to ArcelorMittal a single-company EPC execution from general contracting through to specialized pressure-equipment assembly.

The ZARMEN Group’s nuclear ambitions add another dimension. In January 2022, Westinghouse Electric Company signed nuclear supply chain agreements with ten Polish industrial companies as part of developing the supply chain for Poland’s planned nuclear power program — the potential construction of six AP1000 reactors at the Lubiatowo-Kopalino site on the Baltic coast. The ZARMEN Group was explicitly named among those ten companies. Integrating Remak’s pressure-component and boiler assembly expertise under a single, private corporate umbrella positions the combined group to bid more credibly on nuclear construction work, where full organizational accountability and vertically integrated execution capability are prerequisites for major contracts.

What the Legal Process Looks Like From Here

Under Polish securities law — specifically the Act of 29 July 2005 on Public Offering — a mandatory tender offer of this type must proceed through a regulated process overseen by Poland’s Komisja Nadzoru Finansowego (KNF), the country’s financial regulator, equivalent to the US Securities and Exchange Commission. The KNF reviews the formal offer document submitted by the acquirer before it may be published. The acceptance period for shareholders to tender their shares must run for a minimum of 28 days and a maximum of 70 days after the offer document is published.

With Pekao Investment Banking acting as intermediary, the formal offer documentation is expected to be filed with the KNF in the coming weeks. Given the near-100% premium, market participants widely expect high acceptance rates among minority shareholders.

If Zarmen ultimately achieves ownership of 95% or more of Remak’s total shares — through a combination of its existing stake and the tender offer — Polish law grants it the right to initiate a “squeeze-out” of remaining minority shareholders within three months of crossing that threshold. The squeeze-out is an automatic, compulsory mechanism: minority shareholders receive the same price as the tender offer, and the acquirer can delist the company from the Warsaw Stock Exchange without requiring their consent. The squeeze-out process itself typically takes less than a month to execute.

Squeeze-Out Rules Are Themselves Under Active Review

There is a legislative wrinkle that sophisticated minority shareholders should understand before deciding whether to tender or hold out. Poland’s Finance Ministry circulated a proposal in July 2026 that would lower the squeeze-out threshold from 95% to 90%. Retail investor advocacy groups have objected that the lower threshold weakens minority protections, since it makes forced buyouts easier to execute with fewer shares acquired. The proposal had not yet been enacted into law as of this writing.

The practical consequence for Remak shareholders: if the proposed law passes, Zarmen could potentially execute a squeeze-out after acquiring fewer shares through the tender offer — which could mean a shorter runway before the forced buyout and delisting. Whether that outcome is better or worse for a given shareholder depends on whether they believe the PLN 20.05 per share price accurately reflects Remak’s intrinsic value. For context, Remak’s market capitalization at its Thursday close of PLN 10.05 was approximately PLN 30.15 million (roughly $7.73 million USD) — a level some analysts regard as undervalued given the company’s active contract backlog and the energy-transition demand driving new awards.

Poland’s Industrial Engineering Consolidation Moment

The Zarmen-Remak deal is not an isolated transaction. It reflects a broader pattern identified across Central and Eastern Europe in recent M&A analysis. Poland’s manufacturing and industrial sectors are experiencing consolidation pressure driven by the energy transition, EU infrastructure funding under the National Recovery Plan (KPO), and the need for specialist engineering firms to achieve the scale required to compete for large contracts. The 2026 Polish M&A outlook specifically names construction, industry, and real estate as sectors with particularly positive transaction prospects.

Zarmen is taking that logic to its conclusion: by eliminating the consortium-structure overhead that has characterized its relationship with Remak, and by absorbing Remak’s technical expertise into a single privately held group, it creates a vertically integrated industrial platform capable of bidding on — and executing — Poland’s most complex energy infrastructure contracts from a single legal entity. That matters both for ORLEN and ArcelorMittal clients that prefer consolidated accountability and for the nuclear program, where Westinghouse and the Polish government will ultimately require single-contractor accountability for safety-critical components.

Should You Tender? What Minority Shareholders Need to Know

The PLN 20.05 per share offer represents a defined, time-limited opportunity. Once the KNF-approved acceptance period closes — likely six to ten weeks from now — shareholders who did not tender will hold shares in a company that Zarmen controls completely and that may be delisted from the Warsaw Stock Exchange in the near future. Shares in delisted companies are illiquid by definition, and the forced squeeze-out price will mirror whatever price was offered in the tender.

The key question for a minority shareholder is whether PLN 20.05 per share (approximately $5.14 USD) represents fair value for a company with Remak-Energomontaż’s contract book. At PLN 20.05, the implied enterprise valuation of Remak at full share count (3,000,000 shares × PLN 20.05) is approximately PLN 60.15 million (approximately $15.42 million USD). The company’s pre-announcement enterprise value, per public financial databases, was approximately PLN 11.4 million (approximately $2.93 million USD) — suggesting the market had been substantially underpricing the company’s actual earnings capacity.

No independent fairness opinion or analyst price target has been published as of this writing; the KNF process will include an intermediary assessment. The opinion of Poland’s minority investor community — formed during the 2021 supervisory board dispute between a minority shareholder and Zarmen’s management team — will inform how aggressively shareholders hold out for terms.

Currency conversions are approximate and based on the USD/PLN exchange rate of 3.90 as of October 2, 2026.

Frequently Asked Questions

What is a mandatory tender offer, and how does it differ from a regular stock buyback?

A mandatory tender offer, called a wezwanie in Polish, is a legally required public bid to purchase shares from all remaining minority shareholders once an acquirer crosses specified ownership thresholds under Polish securities law. Unlike a discretionary share buyback, a mandatory offer is non-negotiable in structure: the acquirer must offer a defined price to all remaining minority holders, subject to KNF review, and the acceptance period runs for a defined window of at least 28 days. The purpose is to give minority shareholders a guaranteed, regulated exit opportunity when a dominant shareholder moves to consolidate control.

If I own Remak-Energomontaż shares, what happens if I don’t tender?

Shareholders who decline to tender during the acceptance period will remain shareholders in a company that Zarmen is moving to fully control. If Zarmen acquires 95% or more of total shares (or 90% if the Finance Ministry’s proposed legislative reduction passes), it gains the right to force a squeeze-out — a compulsory acquisition of all remaining shares at the same PLN 20.05 per share price — within three months of reaching that threshold. The squeeze-out requires no shareholder consent and is executed through the National Depository for Securities. Following a successful squeeze-out, Remak would likely be delisted from the Warsaw Stock Exchange, making the shares illiquid. Shareholders who hold out should weigh whether they believe PLN 20.05 undervalues Remak against the risk of being squeezed out at that same price without the option to sell on the open market.

Why is Poland’s proposed squeeze-out threshold reduction relevant to this deal?

Poland’s Finance Ministry circulated a proposal in July 2026 to lower the squeeze-out ownership threshold from 95% to 90% of total shares. If that proposal is enacted into law while the Zarmen tender offer is pending or during its execution, Zarmen could potentially force a compulsory acquisition of remaining shares after acquiring fewer shares through the tender offer — meaning minority shareholders who plan to hold out may face the squeeze-out mechanism sooner than the current law would require. Retail investor groups have opposed the proposal on the grounds that it reduces the leverage minority holders have when evaluating whether to accept an acquirer’s terms. As of October 2, 2026, the proposed threshold reduction has not yet been enacted.

What does Zarmen plan to do with Remak-Energomontaż after acquiring full ownership?

Zarmen has not published a formal post-acquisition integration plan. However, the strategic logic is clear from the existing operational relationship: full ownership removes the consortium-structure overhead and shared-governance complexity of operating through a separately listed subsidiary, giving the ZARMEN Group the ability to bid on large-scale energy infrastructure contracts — including work related to Poland’s planned AP1000 nuclear reactors, for which Zarmen signed a Westinghouse cooperation agreement in January 2022 — as a single, fully integrated engineering entity. Full private ownership also means Remak’s specialized boiler and pressure-equipment expertise, including its unique hydraulic actuator capabilities for supercritical boiler assembly, becomes exclusively captive to the group rather than available to competitors through open-market contracting.