This article is a part of Poland Unpacked. Weekly intelligence for decision-makers
Olavion, which provides transport services on the Polish market and freight forwarding in the international rail sector, acquired a 60 percent stake in the rail company RBP (Rheinische Bahnpersonal- und Verkehrsgesellschaft) in the last week of January. RBP has operated in the German market for over a decade and holds a license to conduct rail transport across Germany.
The two companies have collaborated for years and share common business goals and objectives. The deal is exceptional in the market – and likely the first of its kind in the rail industry – where a Polish operator acquires a German company.
“In Olavion’s strategy, one of our key objectives is growth in foreign markets. Initially, this focused on countries neighboring Poland, so this step was a natural one for us. The merger will accelerate Olavion’s development in Germany,” said Marcin Bielawa, the company’s CEO.
The transaction is valued at up to EUR 8.4 million, depending on the achievement of targets defined in the agreement. Part of the payment was made in January, while the remaining amount will be settled after an earn-out period, which runs until the end of 2028. This mechanism, common in acquisition deals, defers a portion of the purchase price and ties it to the company achieving specified financial results.
“Colleagues at RBP have a development plan for the company over the next three years, until the end of 2028. We want to give them the opportunity to implement their ideas. Our goal is to maximize the synergy effect,” commented Marcin Bielawa on the transaction.
He added that, for Olavion, the timing of the RBP acquisition was “favorable from a market perspective” – German companies are often valued lower than their actual potential. The group never intended to acquire 100 percent of RBP. The 60 percent stake still allows for control, while the RBP leadership and team remain in place, which Olavion’s management sees as an advantage.
“The 60 percent acquisition also reflects the strategy adopted by the Unimot group. When acquiring companies that were founded under an ownership structure and operate in a market, we do not take 100 percent immediately. The same applied to Olavion,” explained Marcin Bielawa.
Good to know
Olavion’s story
Olavion is a rail operator specializing in freight transport. The company’s history began in 2014, when its then-owner, Olaf Zieliński, started the process of obtaining rail transport permits. Four years later, all necessary licenses were secured, and Olavion’s path crossed with Henryk Gruca – a manager who had spent years overseeing the creation of LOTOS Kolej – who acquired a 90 percent stake in the company.
It was at that point that Olavion began carrying out its first transports. The company then had 16 employees, including 10 train drivers, but lacked locomotives and contracts. Yet it steadily grew. By 2019, the workforce had expanded to 44 employees. By the end of 2022, the company employed 67 people and owned 13 locomotives.
In March 2023, Olavion joined the Unimot group. Since then, it has hired additional staff and expanded its fleet. By late 2023, the company employed 92 people and operated 19 locomotives. In 2024, a decision was made to acquire 20 more locomotives – an investment of nearly PLN 400 million (around EUR 84 million). Today, Olavion employs 110 people and carries twice the volume of freight it did in 2022.
Cross-border expansion is not simple
The acquisition of RBP comes with very specific objectives for Olavion: above all, the company aims to establish a presence in neighboring markets. Until now, Olavion operated in Germany primarily as a freight forwarder, organizing transport rather than carrying it out. Thanks to RBP’s license to operate trains, Olavion will now be able to conduct services using its own resources.
“Even after the initial announcement that we had signed a conditional sale agreement, Polish and German clients began reaching out, asking about the possibility of transporting goods across the entire route, not just up to the border,” said Olavion’s CEO.
The company’s management, however, plans to start by streamlining operations at the Polish-German border. While it is technically possible for a train to cross the border with a single locomotive, in practice most operators swap locomotives at the border. This requires two locomotives, two drivers, and approvals from both infrastructure managers, complicating the operation. The company is working on solutions to make this process more efficient.
RBP also has extensive experience with train exchanges at the Franco-German border, which, according to Marcin Bielawa, “can be difficult to manage.” Yet the greatest challenge in running a rail business lies in the differences between countries.
“Rail infrastructure varies from country to country, and some locomotives are limited to operations within a single country, such as Poland or Germany. Others are multisystem and can operate across borders,” explained Marcin Bielawa.
The differences in rail infrastructure between Poland, Germany, and Czechia are primarily related to variations in the voltage of the overhead lines. In addition, every locomotive must obtain the appropriate operating permit for each country, issued by the local market regulator. Until these approvals are secured, a locomotive – even if technically capable – cannot enter that country.
Another challenge is servicing non-electrified sidings. For this reason, Olavion focuses on a fleet of electric locomotives equipped with auxiliary diesel engines.
“They are designed to operate trains on electrified lines, while their diesel engines are powerful enough to maneuver wagons on sidings. Unfortunately, the diesel engine does not have sufficient power to operate a train on mainline routes,” explained Marcin Bielawa.
A train driver is not a car driver
The situation is further complicated by the licensing requirements for train drivers.
“Unlike a car driver, a train driver is authorized to operate only within a specific country. If they want to run trains in another state, they must undergo additional training and pass the relevant exams. On top of that, there is a language proficiency requirement,” explained Marcin Bielawa.
Mr. Bielawa illustrates the difference with the example of a car driver, who can get into a car in a Polish city and drive all the way to Hamburg without restrictions. A train driver, by contrast, must have certified language skills at the required level just to enroll in the relevant training course.
Training a train driver in Poland takes between 18 months and two years. Moreover, each rail operator is required to conduct at least three theoretical refresher sessions per year for every driver. Health requirements are equally strict: drivers over the age of 55 undergo annual medical examinations.
Expert's perspective
Buying a company means buying the entire infrastructure
It must be said frankly that EU rail packages have not delivered the level of liberalization that was expected upon their implementation. Acquiring a company brings with it an existing base and infrastructure – starting from zero would take many years. It’s both a regulatory and organizational matter: whether the company already has the necessary authorizations, operational infrastructure, employees, contracts, and experience in other tenders—all of this is crucial.
The youngest fleet on the market
Olavion operates a fleet of 21 electric locomotives in Poland, 14 of which are equipped with auxiliary diesel engines, along with four diesel shunting locomotives that can also be used for line-haul services. These shunting locomotives, though low-powered and primarily designed for sidings, can operate smaller trains independently or larger ones by coupling two locomotives together.
Among the 21 electric locomotives, two are multisystem, meaning they can operate internationally in countries such as Germany, Czechia, Belgium, and the Netherlands. This allows Olavion to run cross-border services with a single locomotive, eliminating the need to change trains at the border.
RBP currently operates six locomotives, two of which are multisystem – a capability crucial for international expansion.
Olavion has also replaced older electric locomotives with modern ones. Previously, older vehicles required an average of 14 quarterly inspections, whereas the new locomotives need only one, significantly reducing downtime. While the purchase of modern locomotives is more expensive, the investment is economically justified.
“The average age of our locomotives is less than three years, while in Poland the typical locomotive is decades old. To my knowledge, our fleet is the most modern in the country,” emphasized the company’s CEO.
By 2029, the company plans to take delivery of a total of 20 locomotives under a contract with Newag. Six have already been delivered, and four more are expected this year. In the future, Olavion intends to continue investing in multisystem locomotives.
New markets await
The company’s natural next step is expansion into other neighboring countries – specifically Czechia and Slovakia. Under the European Union Agency for Railways (ERA), Olavion is currently authorized to operate its own fleet in four countries: Poland, Germany, Czechia and Slovakia.
Marcin Bielawa admits that the company currently has no transport contracts in Czechia or Slovakia. This is partly due to changes in technical requirements for locomotives. Vehicles capable of operating in these two countries will only be acquired by Olavion in the middle of next year.
“These two markets are our natural next step. In addition, Unimot Paliwa already serves the Czech market by supplying fuel to partners there. Our ambition is to achieve the largest possible transport volumes within the capital group,” said Marcin Bielawa.
Key Takeaways
- The acquisition of a 60 percent stake in RBP is a strategic move by Olavion toward establishing a genuine presence in the German market, beyond mere freight forwarding. The transaction is unusual, as a Polish rail operator is acquiring a German company. The earn-out structure and retention of the existing team are designed to maximize the potential of RBP.
- International expansion and cross-border rail transport are significantly more complex than road transport, primarily due to differences in infrastructure, regulation, and personnel. Challenges include varying power systems, locomotive certification requirements, and limitations on driver qualifications. A key hurdle remains the smooth organization of train operations across national borders.
- Olavion is building a competitive advantage with one of the youngest and most modern rail fleets in Poland. Investments in multisystem locomotives and vehicles with auxiliary diesel engines are intended to enable efficient international transport without changing locomotives at borders. By 2029, the company plans to further expand its fleet to support growth into markets such as Czechia and Slovakia.