Category: Poland

Orrick and the Warsaw office of Greenberg Traurig have advised Silvair Inc. on its initial public offering of shares and their admission to trading on the regulated market of the Warsaw Stock Exchange.

The shares placed are ‘restricted shares’ and can only be traded among non-US investors during the one-year restricted period or pursuant to an available exemption under the US securities laws.

Silvair provides an interoperable wireless lighting control solution based on the Bluetooth mesh networking standard. Component manufacturers can integrate it into a variety of products, choosing specific features in accordance with customer needs. The platform also lays the foundation for many IoT services.

According to Greenberg Traurig, “the Silvair transaction is the first IPO in the history of Poland’s capital markets in which the shares of an issuer from the United States are listed solely on the regulated market of the Warsaw Stock Exchange. Breakthrough solutions developed as part of the Silvair IPO enable US companies that have benefited from early rounds of financing in the Silicon Valley, to base the next stage of their development on financing acquired on the Warsaw Stock Exchange.”

Greenberg Traurig Partner Rafal Sienski said: “Silvair is the first issuer from the United States whose shares are listed solely on the regulated market of the Warsaw Stock Exchange. Therefore, in addition to other tasks usually related to the completion of an IPO in Poland, the debut of Silvair shares on the WSE required amendments to the rules and regulations of the WSE and the development of solutions necessary to register Silvair shares with the Depository Trust Company in the United States for the purpose of their transfer to the Central Securities Depository of Poland.”

“Structuring this transaction involved working closely with the WSE and its ‎counsel to implement systemic changes to facilitate compliance with US securities regulations,” added Greenberg Traurig Partner Federico Salinas. “It is no small achievement that the WSE is now one of a handful of world exchanges that can welcome US companies to list their shares on its platform and GT is ready to assist in that process.”

Orrick’s California-based team consisted of Partners Dan Kim and Andy Thorpe, Managing Associate William Blackman, and Paralegal Ewa Myktytn.

Greenberg Traurig’s Warsaw team was led by Partner Rafal Sienski, with Partner Federico Salinas was responsible for US securities law aspects. The team also included Senior Associate Mateusz Zalenski and Associate Tomasz Szekalski.

DLA Piper has appointed Krzysztof Kycia, Head of Litigation and Arbitration, and Jacek Gizinski, Head of Real Estate, as Co-Managing Partners of the firm’s Warsaw office. They replace Krzysztof Wiater, who has held the position for the past 11 years, and who has left the firm.

Gizinski, according to DLA, “advises both domestic and international clients on a wide range of high-profile projects, including complex M&A transactions in the real estate and renewable energy sectors.” Kycia, the firm reports, “is a highly experienced litigator and also specializes in alternative dispute resolution. He is particularly strong in the construction, infrastructure and energy sectors.”

The two new Co-Managing Partners have both been with DLA Piper in Poland since the office opened in 2007.

“We would like to thank Krzysztof Wiater for his contribution in establishing DLA Piper in Poland and making it one of the leading law firms in the Polish market,” Gizinski said. “Krzysztof Kycia and I are proud to take up the challenge of managing the Warsaw office and developing the practice even further, for the benefit of our clients and the firm.”

“Jacek and I are delighted to be taking on the Country Managing Partner role together,” Kycia added. “Working locally and internationally, we plan to further develop the position and reputation of the Warsaw office in the market. By strengthening our cooperation with colleagues in other jurisdictions and developing client relationships, we will continue to pursue DLA Piper’s strategy of being the leading global business law firm.“

WKB has advised a consortium of GE Power and Alstom Power Systems throughout a successful tender procedure and afterwards on signing a contract for the construction of the Ostroleka C 1,000 MW power plant.

The general contractor agreement, valued at over PLN 6 billion, was signed on July 19, 2018.

According to WKB, ”the construction of the Ostroleka C power plant is currently the largest project of this type in Poland. The cutting-edge low-emission power unit will be constructed using the design and build method. It will most likely be the last large coal-fired unit built in Poland. The investment project will have a material impact on Poland’s energy security, and will contribute to the development of Ostroleka and Northeast Poland in general.”

WKB’s public procurement team working on the matter consisted of Senior Partner Jan Rolinski, Counsel Agnieszka Chwialkowska, and Associate Piotr Wojdak.

BSJP has advised No Fluff Jobs Sp. on an investment agreement with Ringier Axel Springer Media AG. Ringier Axel Springer was represented by DZP.

Ringier Axel Springer took over 44% of shares in No Fluff Jobs, a job operator platform focusing on the IT sector. According to BSJP, “No Fluff Jobs Sp. z o.o. is the operator of nofluffjobs.com, a platform for publishing job ads, targeting specialists in the IT sector. For each ad, it is compulsory to provide salary brackets as well as other information on the position offered: from the technical stack to employee benefits.” Nofluffjobs.com has been operating for nearly four years, BSJP reports that over 1,500 companies have published more than 10,000 job ads on the site to date.

Mark Deca, CEO of Ringier Axel Springer Media AG commented: “No Fluff Jobs convinced us with their unique approach and the passion of the team for changing the standards of IT job recruiting. We are very happy to become the partner of a Polish job classifieds company and thereby expand the group of job classifieds portals at Ringier Axel Springer Media. Save for our successful news media portfolio, it is classifieds that are gaining more and more importance within the group.”

BSJP’s team was led by Legal Counsels Dag Nilsson and Aleksandra Owczarz.

The DZP team included Partner Marek Swiatkowski and Associate Joanna Fasula.

TGS Baltic and Dentons have advised AB AviaAM Leasing and some of its shareholders on delisting the company’s shares from trading on the regulated market of the Warsaw Stock Exchange.

According to TGS Baltic, ”this is the first case of this kind when the shares of a Lithuanian issuer whose shares are traded on a foreign regulated market are delisted from it.”

AviaAM Leasing is an aviation holding company providing aircraft acquisition, sale, and leasing services. The company specializes in different haul aircraft leasing, aircraft fleet management, and aircraft trading. It operates in Europe, Asia, Middle East, CIS, and South-East Asia.

According to TGS Baltic, ”for the implementation of the process, additional communication and coordination of actions with competent Lithuanian and Polish authorities were also necessary. Furthermore, the takeover bid aimed at delisting the shares of the company from the trading on the regulated market was one of the most successful transactions of this kind recently, because during the process almost 85% of all the shareholders of the company to whom the takeover bid had been submitted sold their shares and the value of the bought-up shares exceeded EUR 10.150 million.”

TGS Baltic’s team assisted in drafting the necessary corporate documents, as well as the documents relating to the takeover bid aimed at delisting the shares of the company from the trading on the regulated market, other documents in connection with the project, and represented the company in the Bank of Lithuania and Nasdaq CSD SE Lithuanian branch for coordination of actions related to the process and proper implementation thereof.

TGS Baltic Partner Vidmantas Drizga and Senior Associate Mantas Gofmanas worked on the project.

Clifford Chance and Elzanowski, Cherka & Wasowski have advised SPV Operator sp. z o.o., a subsidiary of Agencja Rozwoju Przemyslu S.A., on the acquisition of 81.05% of shares in Stocznia Gdansk S.A. and 50% of shares in GSG Towers sp. z o.o. from the Gdansk Shipyard Group. Hogan Lovells advised the sellers.

According to Clifford Chance, negotiations lasted almost a year and the transaction was closed on July 19, 2018.

The Clifford Chance team was led by Partner Wojciech Polz and included Partner Milosz Golab, Counsels Krzysztof Hajdamowicz, Piotr Bogdanowicz, Bartosz Kaniasty, Tomasz Szymura, and Agnieszka Wojtasiewicz, Senior Associates Iwo Klijewicz and Patrycja Szot, and Associates Joanna Pominkiewicz, Mateusz Chmura, Piotr Dlugoborski, Joanna Kuc, Marta Matynia, Michal Przybysz, and Zuzanna Potoczna.

The Elzanowski, Cherka & Wasowski team consisted of Partners Magdalena Czuba–Wasowska, Adam Szalc, and Malgorzata Cur, Senior Associates Tomasz Ficek, Karolina Lorenc, Maciej Szmigiero, and Michal Kolodzinski, and Associates Pawel Nalecz and Fabian Elzanowski.

The Hogan Lovells team was led by Partner Marek Wroniak and included Counsels Tomasz Zak, Adriana Mierzwa-Bronikowska, and Piotr Skurzynski, Lawyers Tomasz Pietrzak, Michal Bialobrzeski, Maciej Gac, and Hubert Kruk, and Associates Piotr Kwasiborski, Magdalena Kowara, and Przemyslaw Tacij.

WKB has advised the PKO BP Group during the merger process of Polish investment fund companies PKO TFI and Gamma TFI (previously KBC TFI).

The merger process was initiated in March 2018, after the completion of the rebranding of the former KBC TFI, acquired by PKO BP Group at the end of 2017. The total value of assets managed by PKO TFI and Gamma TFI at the end of May 2018 was PLN 33.41 billion. The merger was entered into the National Court Register at the beginning of June, 2018.

According to WKB, “the PKO Bank Polski Group is one of the largest financial institutions in Poland, and it is also one of the leading financial groups in Central and Eastern Europe. In addition to the significant value of the transaction, and the speed and swiftness with which the transaction was completed (i.e., barely three months), the fact that it involved two operating investment fund companies makes it unique in the Polish market. ”

Established  in mid-1997 by PKO Bank Polski and Swiss financial group Credit Suisse, PKO TFI now manages funds entrusted to it by nearly half a million customers. It offers more than 40 different types of funds and investment programs.

WKB’s team included Partner Anna Wojciechowska, Senior Associate Krzysztof Wawrzyniak, and Associate Monika Obieglo.

Soltysinski Kawecki & Szlezak and the Frankfurt office of Willkie Farr & Gallagher have advised Solaris Bus & Coach and its owners on an investment into the company by Construcciones y Auxiliar de Ferrocarriles.

Closing is subject to the condition of obtaining the pertinent consents of the antimonopoly authorities, as well as to other customary conditions.

Solaris Bus & Coach S.A. is a European manufacturer of public transport vehicles. It is a family business founded by Solange and Krzysztof Olszewski.

Construcciones y Auxiliar de Ferrocarriles deals with design, production, maintenance, and delivery of rail stock and rail vehicles. Its operations also include solutions for urban transport, including e-mobility.

The SK&S team was led by Partner Krzysztof Pawlisz and included Partners Piotr Andrzejak and Krzysztof Kanton, Senior Counsel Maciej Zwolinski, Senior Associates Motyka, Bartlomiej Bialy and Agnieszka Skowronek, Associates Karol Skibniewski, Grzegorz Koguciuk, and Jedrzej Figurski, and Junior Associate Anna Bartosiewicz.

SK&S did not reply to our inquires about the deal.

Clifford Chance has advised Nice S.p.A. on the acquisition of 100% of shares of Polish company Fibaro Group S.A.. Kancelaria Kurek, Wojcik i Partnerzy and Hauszyld i Partnerzy Adwokaci advised the Fibaro Group on the sale.

The transaction value is EUR 63 million and includes the entire share capital of Fibaro Group S.A., including its US subsidiary.

Nice, the Italian international reference firm in Home Automation and Home Security, is listed on the STAR Segment of Borsa Italiana.

Founded in 2010 with headquarters in Poznan, Poland, Fibaro offers a wireless, modular ecosystem for a connected, controlled, and customized home suited to the user’s specific needs.

The Clifford Chance team was led by Milan-based Partner Alberta Figari and included Warsaw-based Partner Wojciech Polz, and Rome-based Partner Luciano Di Via, Milan-based Senior Associate Francesca Casini,  Warsaw-based Associates Karol Kulhawik, Aleksandra Wlaszczuk, and Konrad Rominkiewicz, Rome-based Associate Francesca Zambuco, and Milan-based Trainee Giulio Pezzi Guarnati, 

The Hauszyld i Partnerzy team consisted of Partners Wojciech Grondys and Michal Hauszyld and Attorney Magdalena Jankowska.

Kancelaria Kurek, Wojcik i Partnerzy did not reply to our inquires about the deal.