Category: Poland

Wierzbowski Eversheds Sutherland has advised ELMO on the sale of an organized part of its enterprise to Solutions 30 Holding.

According to Wierzbowski Eversheds Sutherland, “for nearly 30 years ELMO S.A. has been involved in construction of Polish road, energy, telecommunications and Internet infrastructure. It specializes in delivering comprehensive services for the infrastructure construction market in the areas of electricity, telecommunications, metallurgy, and construction of roads and bridges.“ The part of its enterprise that was sold to Solutions 30 Holding generates annual revenue of over PLN 60 million, and some 630 staff were transferred to the new owner. 

Solutions 30 Holding is a a member of the Solutions 30 SE group, which operates in the field of new digital technologies in the telecommunications, IT, security, energy, and retail industries.

The Wierzbowski Eversheds Sutherland team included Counsels Renata Patoka and Krzysztof Feluch.

Wierzbowski Eversheds Sutherland did not reply to our inquiry on the matter.

On December 18, 2019, CEE Legal Matters reported that Scandinavia’s Flugger group A/S acquired a 60% shareholding in Unicell, a paint manufacturer based in Poland. We reached out to Flugger’s Group General Counsel and Vice President, Torben Schwaner Dehlholm, for more details.

CEELM: First, can you provide some insight as to the business case behind the acquisition?

Torben: I guess it’d be useful first and foremost to understand a bit about us as a company. Flugger is an international group with a turnover of approximately DKK 2 billion and 1700 employees following the recent acquisition. The company is publicly listed in Denmark.

Flugger designs and markets a wide and coordinated assortment within decorative painting, wood protection, spackling paste, wallpaper, and high quality tools, which are sold via the retail chain Flugger Decor, which has 450+ stores in Scandinavia, Eastern Europe, and China. Flugger owns more than half of these stores. Deliveries are also made to grocery stores and DIY centers via the sales unit and exported to more than 40 countries worldwide. Flugger now has six factories in Denmark, Sweden, and Poland, which produce tools, paint, and designer wallpaper.

We have been looking to expand for some time and have been looking extensively through Poland where we could get some good synergies with our existing operations there. In that process, we identified Unicell, which we ended up acquiring. We were already present in Poland but we wanted to have a stronger presence. 

Flugger acquired 60% ownership of Unicell, with the right to purchase an additional 14% of the shares at a later date. The remaining shares will remain with the founders and existing management team.

CEELM: What would you say was the most complex legal element you had to handle in relation to this deal?

Torben: Being a publicly-listed company is a considerable issue in such deals as we are facing an extensive process with many parties involved on both sides at the same time, with confidentiality required. From my point of view, dealing with smaller businesses that are not used to dealing with these rules or larger-scale M&A transactions raises additional complexity. But we retained full legal compliance and a good process with the assistance of local counsels and in close collaboration with the sell-side. Further, from a legal perspective, the matter of finalizing the new ownership structure as well as the purchase rights related to the additional 14% ownership was challenging.

CEELM: What part of the legal work did you choose to carry out in-house and what did you externalize to your outside counsel?

Torben: The external counsel ran the most of local the legal process with our in-house legal department focusing on management, participating in negotiations, and assisting with the due diligence process. Some of the sellers were Polish locals who preferred to speak in their native language so our external advisors were also helpful in negotiating without too much bottleneck on transactions. Most of the data room process and due diligence, of course, involved the firm we worked with as well. 

CEELM: Why did you choose Baker McKenzie as your external counsel for this deal?

Torben: Whenever we are faced with such deals we first look at our local counsels. We were already present in Poland and there are two local law firms we use there on a regular basis. On this specific deal, we chose Baker Mckenzie based on their thorough proposal and as they have a strong international presence as well. Further, they were used to working with some of our other local non-legal advisors on this specific deal. As a publicly-listed company, there are huge sensitivities in place and it makes a difference for us if the law firm is also used to dealing with other publicly-listed companies and the relevant legislation. Further, we do not only choose a law firm – we also look for and choose the specific lawyers within a chosen firm we would like to work with. The Baker McKenzie partner in charge of our collaboration in general, and on this specific deal, Weronika Achramowicz, as well as lawyer Ewa Marcisz, and the rest of the supporting team from Baker McKenzie did a great job throughout the process and provided us with value-added support.

Clifford Chance has advised a consortium of Bank Pekao, PKO BP, Santander Bank Polska, and BNP Paribas Bank Polska on LPP S.A.’s bond issue program of up to PLN 300 million, including registration with the Central Securities Depository of Poland and introduction to the Alternative Trading System of the Warsaw Stock Exchange.

LPP is a Polish family business that manages the Reserved, Cropp, House, Mohito, and Sinsay fashion brands. The company has over 1700 stores. According to Clifford Chance, the company intends to use the funds raised in the bond issue to build a distribution center in Brzesc Kujawski.

Clifford Chance’s Warsaw-based team included Partner Grzegorz Namiotkiewicz, Counsel Grzegorz Abram, Senior Associate Pawel Zagerski, and Associate Roksana Kaluzna.

Michal Tarka and Marcin Trupkiewicz, and the entire team from their Tarka Trupkiewicz and Partner law firm in Poznan, have joined SMM Legal, where Tarka will co-head the firm’s Energy department alongside Partner Pawel Lacki.

According to SMM Legal, “in response to the growing demand for legal services in the Polish energy sector, which is undergoing a major transformation, we have combined the experience of the two law firms with top expertise in this field.”

Tarka and Trupkiewicz are, according to SMM Legal, “highly specialized lawyers focusing on the energy and gas sectors, with particular expertise regarding renewable energy sources. Their specialty spans prosumer and professional solar energy generation, biogas and biomethane, clean heat generation, as well as onshore and offshore wind farms.”

“The energy sector is one of the key areas of our expertise at SMM Legal,” says Managing Partner Przemyslaw Maciak. “We know the rules that govern the energy sector. However, we continuously strive to improve our services and seek the best solutions for our clients. This is why we decided to strengthen our team by welcoming new experts.”

“The RES sector, interpreted broadly, is the future of the Polish energy sector,” said Tarka. “We see our merger with SMM Legal as a chance to build a leading energy team in the market. Our lawyers will contribute to SMM Legal their knowledge of the latest trends and innovative investment models applied in the dynamically developing RES sector. What is more, they will strengthen the team’s competences regarding the classic energy sector regulations.”

Act BSWW has advised the Buma Group on the construction of the Wadowicka 3 real estate project in Krakow.

The Wadowicka 3 office complex is made up of three independent 8-story class A buildings, offering a total office area of over 31,000 square meters as well as retail and service premises on the ground floors. 

Act BSWW’s team was led by Managing Partner Michal Wielhorski and included Partner Alicja Soltyszewska and Senior Associate Mateusz Prokopiuk.

Gide Loyrette Nouel has advised KGHM Polska Miedz S.A. on a December 20, 2019 credit facility agreement in the amount of USD 1.5 billion with a consortium of banks including Bank Polska Kasa Opieki, Powszechna Kasa Oszczednosci Bank Polski, Intesa Sanpaolo, and Santander Bank Polska. The banks were advised by Allen & Overy.

Gide’s team in Warsaw included Partner Dariusz Tokarczuk and Associates Marta Karminska and Mateusz Gronau, while it’s London team included Associate Sarah Whitley.

Allen & Overy’s team included Partner Tomasz Kawczynski, Senior Associate Anna Madra, and Associate Maciej Wroniak.

Linklaters has advised Resi4Rent on the acquisition of an apartment building in Wroclaw, Poland from Echo Investment. The financing of the building’s construction was provided by a consortium led by Bank Pekao.

The building, located at Rychtalska Street in the northern part of Wroclaw, comprises over 300 small- and medium-sized apartments. 

According to Linklaters, “the Rychtalska project is the first completed building of Resi4Rent. Echo Investment has also completed a second construction in Lodz which shall be shortly transferred to Resi4Rent.”

The Linklaters team included Counsel Weronika Guerguin, Managing Associate Joanna Gawlicka, Senior Associate Tomasz Trystula, Associate Marcin Nowak, and Junior Associate Filip Witaszek.

Linklaters did not reply to our inquiry on the matter.

Linklaters has advised Glamox AS, a Triton portfolio company, on its successful public tender offer to acquire 98.21% of the shares of the Polish lighting solution provider ES-System.

Glamox is a Norwegian-based developer, manufacturer, and distributor of professional lighting products across Europe.

ES-System is a predominantly Polish company that designs, develops, manufactures, and integrates a wide range of LED lighting solutions for architectural, industrial, and outdoor environments. 

Linklaters reports that the completion of the tender offer is subject to conditions, including approvals by the relevant competition authorities and Glamox gaining control of at least approximately 66% of the total number of ES-System shares. 

Linklaters’ team included Partners Dan Cousens, Cezary Wisniewski, and Malgorzata Szwaj, Counsel Klaudia Krolak, Managing Associates Szymon Renkiewicz, Agnieszka Mencel, Jakub Dabrowski, and Monika Krzyszkowska-Dabrowska, Senior Associates Magdalena Szewczyk, Klaudia Owsianka, Piotr Zbyszynski, Anna Laszczyk, and Tomasz Pleskot, Associates Marek Tolcz, Maciej Ficinski, Szymon Sieniewicz, Joanna Maksymowicz, Katarzyna Karczewska, and Mateusz Cieslak, and Junior Associate Malgorzata Szafranska.

Linklaters did not reply to our inquiry on the matter.

Linklaters has advised UBM Development AG, an Austrian hotel developer listed on the Vienna Stock Exchange, on the forward sale of hotel properties in Krakow and Katowice toUnion Investment Institutional Property GmbH, and the properties will be owned by the fiduciary open-ended real estate fund UII EuropeanM.

According to Linklaters, “UBM Development will act as the developer, vendor and future operator of the two hotels, both scheduled for completion in autumn 2021. The Ibis Styles-branded hotel in Krakow has been designed to accommodate 259 rooms and 179 underground parking spaces. The Mercure-branded hotel in Katowice will offer 268 rooms and 70 parking spaces.”

The Linklaters team was led by Counsel Michal Miecinski and included Senior Associates Zaneta Rogon, Zuzanna Lipska, and Tomasz Pleskot, Associate Jedrzej Palka, and Junior Associates Aleksander Krzeszowiak and Filip Witaszek.

Linklaters did not reply to our inquiry. 

Bird & Bird has advised Bank of China Luxembourg S.A, Poland and Luxembourg branches, on financing worth over EUR 120 million provided to two unnamed entities. 

According to Bird & Bird, “the loan was partially used for refinancing the loans granted to two entities owning several immovable assets throughout Poland.”

Bird & Bird’s team included Counsel Maciej Georg and Katarzyna Piechocka, Senior Associates Izabela Staniszewska-Brzozek and Olga Koszewska, Associates Filip Windak and Aleksandra Pilipiuk, and Trainee Jakub Leszczynski.

Bird & Bird was unable to provide any additional information on the transaction.