Category: Poland

CMS has advised Solid Brain sp. z o.o. and its shareholders on the sale of a majority stake of shares to IT Kontrakt sp. z o.o., a company belonging to the portfolio of the Oaktree Capital Management and Cornerstone Partners funds. Chajec, Don-Siemion & Zyto advised IT Kontrakt on the acquisition.

Krakow-based Solid Brain provides outsourcing of specialized teams of software engineers and specialists in the design, management, and development of software for large international companies.

Solid Brain will join the IT platform created by Oaktree Capital Management and Cornerstone Partners. The investment in Solid Brain is another step towards building a European capital group specialized in outsourcing IT specialists.

In 2017 Oaktree Capital Management and Cornerstone Partners acquired IT Kontrakt, creating the basis for the development of the IT platform through further mergers and acquisitions. At that time, lawyers from CMS Warsaw advised Work Service S.A. on the sale of IT Kontrakt.

The CMS team was led by Counsel Rafal Kluziak and included lawyers Jakub Szczygiel and Joanna Bialoskorska, as well as Supervising Partner Jakub Marcinkowski.

Linklaters has advised PESA Bydgoszcz, a Polish rolling stock manufacturer, on the sale of 100% of its shares to the Polish Development Fund. Weil, Gotshal & Manges advised the Polish Development Fund on the acquisition.

Under the agreement between PESA and the Polish Development Fund (PFR), PFR will invest PLN 300 million (approximately EUR 69.7 million, or USD 81 million) into PESA’s operations. The transaction has been approved by the Polish Competition Authority.

The Linklaters team included Partners Marcin Schulz and Jaroslaw Miller, Managing Associates Szymon Renkiewicz, Marta Domino, and Klaudia Krolak, Senior Associate Jakub Wozniak, and Associates Ewa Szmigielska and Agata Brzozek.

The Weil Warsaw team included Co-Managing Partner Pawel Zdort, Partners Marcin Iwaniszyn, Iwona Her, and Robert Krasnodebski, Counsels Zofia Frydrychowicz, Monika Kierepa, and Magdalena Pyzik, Senior Associate Marek Kanczew and Jakub Zagrajek, and Associates Michal Milewski, Barbara Skardzinska, Jerzy Bombczynski, Irmina Trybalska, Leszek Cyganiewicz, Kamil Kozłowski, Franciszek Dewille, Tomasz Karkowski, Kacper Stanosz, Pawel Mazur and Jakub Czerka.

Editor’s Note: The article has been updated with the correct names of the lawyers involved.

CMS has advised Abris CEE Mid-Market III LP on the acquisition, made through its subsidiary NEPT Holdings, of a stake in ITP S.A., which operates in the aesthetic medicine industry. The sellers of the stake, ITP’s founders, were represented by Wierzbowski Eversheds Sutherland.

Abris Capital Partners has been managing private equity funds since 2006. According to Abris, “the acquisition of shares in ITP S.A. is the fifth investment from the EUR 500 million fund secured in autumn 2017 from international investors.”

According to Wierzbowski Eversheds Sutherland, “ITP S.A. was founded in Poland in 2006, by Gabriel Drigo, Dominik Sliwowski, and others, as a biomedical distributor company. It has since created its own R&D and its own products and devices—Neauvia, Zaffiro, and ITP Cosmeceuticals—and become one of the leading soft tissues fillers and cosmeceuticals manufacturers in Poland, with its own brands, as well as a distributor of wellness equipment and medical devices across Europe and globally.”

The CMS team advising Abris CEE Mid-Market III LP was led by Warsaw-based Partners Rafal Zwierz and Graham Conlon and Senior Associate Olga Czyzycka, assisted by lawyers from CMS’s Milan, Geneva, and Berlin offices.

The Wierzbowski Eversheds Sutherland team advising ITP’s founders included Partners Michal Karwacki and Ewa Szlachetka, Counsels Renata Patoka and Anna Derdak, Senior Associate Natalia Burchardt, and Associates Marek Tolcz and Zofia Piekarczyk.

The Warsaw office of Greenberg Traurig has advised Centrum Haffnera Sp. z o.o. on the sale of the Centrum Haffnera commercial and service complex in Sopot, Poland, to EuroEast 2 B.V. Szybkowski Kuzma Jelen advised EuroEast 2 B.V. on the acquisition.

The transaction was carried out through the sale of all the shares in the company that owned the Center.

Centrum Haffnera in Sopot is a commercial and service complex located close to Plac Przyjaciol Sopotu. The complex has been operating since 2009 and offers a total area of approximately 12,000 square meters and 63 parking spaces.

The transaction was led for Greenberg Traurig by Local Partner Justyna Szwech, who was supported by Senior Associate Aleksandra Mazur and Associate Maxymilian Rybczynski. The team also included Senior Associate Pawel Jaskiewicz and Partner Jolanta Nowakowska-Zimoch, who provided strategic supervision on the project.

The SKJ team was leaded by Partner Wojciech Szybkowski, supported by Partner Anna Jelen and Associates Aleksandra Wandzilak and Urszula Krupa.

Gide has assisted ORPEA Polska on three ongoing investments in Poland’s elderly care facilities sector.

The first involves the Villa “Gerbera” in Piaseczno, Poland: a project which, according to Gide, involves “the construction of a modern, architectural barrier free, high-standard facility. The launch of construction is planned for August 2018. The scope of services provided by Gide includes legal assistance in the acquisition of the real property, negotiations with the general contractor and preparation for the investment implementation.”

The second involves the “Swieta Jadwiga” Care Facility in Wrocław, which Gide describes as “a project involving the renovation and reconstruction (to the extent agreed with the Conservator of Historical Monuments) of the buildings of the historic hospital complex belonging to the Convent of St John of God, and the construction of an additional building necessary for the operation of the facility. Construction works are to be launched in the autumn of 2018. Gide’s advisory services include the negotiating of the usufruct agreement with the Convent and preparation of the investment process.”

The final involves ORPEA Polska’s planned construction of a facility in Warsaw’s Wawer district, where — according to Gide — “a plot with an area of more than five thousand square meters will accommodate a facility with a modern rehabilitation base for physiotherapy and kinesitherapy, the opening of which is planned for the year 2020. Gide advises on the acquisition of the real property and in the course of the investment process.”

Gide’s team assisting ORPEA Polska in legal issues pertaining to these projects included Counsel Blazej Czwarnok, Legal Advisor Rafal Osetek, Advocate Grzegorz Banasiuk, Associate Artur Kawik, and Trainee Advocates Aleksandra Kobylinska and Mateusz Rojek. 

PwC Legal has advised the shareholders of online women’s shoe sellers DeeZee on the sale of  51% of its shares to European footwear manufacturer and retailer CCC. CCC was represented by Oles & Rodzynkiewicz.DeeZee is a Krakow-based company which has been operating in the Polish market since 2005. It mainly specializes in on-line sales of women’s shoes for young customers. The company employs approximately 50 people.

The CCC Group, through its subsidiary eobuwie.pl, also operates in the footwear market in Central and Eastern Europe. The CCC Group boasts nearly 1,000 stores in 19 countries as well as its own shoe factory. It employs a total of over 12,000 people.

The PwC Legal team included Partner Jacek Pawlowski, Counsel Wojciech Trzcinski, and Associate Marcin Dabrowski.

Oles & Rodzynkiewicz did not reply to our inquiries.

Linklaters has advised Globalworth on its acquisition of Warsaw’s Spektrum Tower office building from Europa Capital. Dentons advised Europa Capital on the deal, which was valued at around EUR 101 million.

Spektrum Tower, which is located in Warsaw’s Central Business District, offers approximately 29,500 square meters of GLA over 29 storeys and is over 90% let. The occupiers include international firms from a variety of sectors, incuding BuroHappold, Ecovadis, BGZ BNP Paribas, Westwing, and Calzedonia. The property also offers diversified facilities, including one of the largest gyms in Warsaw, a medical center, and two restaurants.

Europa Capital is a real estate fund manager focused on European markets. Since 1995, it has collectively raised nine real estate funds and committed to over 128 transactions totaling more than EUR 10.9 billion across 19 European countries. The sale of Spektrum is the latest transaction signed by Europa Capital within its Europa Fund III.

Globalworth is a listed real estate company active in Central and Eastern Europe, quoted on the AIM-segment of the London Stock Exchange. Managed by approximately 110 professionals across Romania and Poland, the combined value of its portfolio is approximately EUR 2 billion. In Romania, Globalworth is present in Bucharest, Timisoara, and Pitesti, while in Poland its assets cover Warsaw, Wroclaw, Lodz, Krakow, Gdansk, and Katowice. 

According to Malgorzata Turek, CEO at Globalworth Poland, “in less than a month since our last transaction, which made us the leading office investor on the local market, another property has been added to our portfolio further strengthening our position. Thanks to the acquisition of Spektrum Tower, the value of our Polish portfolio now exceeds EUR 1 billion and reaches almost 375,000 square meters of GLA.”

The Linklaters team was led by Warsaw Real Estate Partner Janusz Dzianachowski and Managing Associate Adriana Andrzejewska, supported by Senior Associates Bartosz Guzinski and Monika Lerka.

The Dentons team was led by the Chairman of Dentons’ Europe Real Estate group, Pawel Debowski, supported by Senior Associate Jacek Jezierski, and assisted by Associate Joanna Fidecka. 

Linklaters has advised Griffin Real Estate and Redefine on the acquisition of nine logistics properties located in Poland for a total price of around EUR 200 million from an unspecified seller, and on the financing of the transaction in the form of a new loan provided by ING Bank Slaski S.A., which was advised by Allen & Overy.

The nine properties were acquired by European Logistic Investment BV, a company owned by Redefine Properties Limited and controlled by Griffin Real Estate’s partners. The sum total area of real estate acquired amounts to over 300 thousand square meters.

Linklaters’ acquisition team was led by Counsel Weronika Guerquin-Koryzma, while the financing part was led by Partner Jaroslaw Miller. Linklaters Warsaw Managing Partner Artur Kulawski also provided assistance on the deal. The wider team included Associates Piotr Borzynski, Mateusz Cieslak, Malgorzata Jastrzebska, Antonina Kozak, and Ewa Sinkiewicz from the real estate practice, Associate Marcin Nowak from the banking & finance practice, Associate Lukasz Burakowski from the corporate/M&A practice, and Associate Marta Bryjak from the projects practice.

Allen & Overy’s team was led by Senior Associate Anna Madra, supported by Associates Karolina Piorkowska, Maciej Szalak, and Patrycja Pakla.

Linklaters has advised Triton Partners and Flokk Group on the acquisition of Profim sp. z o.o. from Innova Capital. Greenberg Traurig advised Innova Capital on the acquisition, and Gessel advised Profim and its shareholders on the closing of the transaction.

As a result of the transaction, both Innova Capital and the remaining shareholders of Profim acquired new shares in Flokk (approximately 75%) in exchange for their existing shareholdings in Profim. Funds advised by Triton remain the majority owners of Flokk, while the current owners of Profim, Innova Capital, together with two founders, will be minority shareholders.

Triton’s funds invest in and support the positive development of medium-sized businesses headquartered in Europe, focusing on businesses in the Industrial, Business Services, and Consumer/Health sectors. Flokk Group manufactures office furniture in Northern Europe and is the owner of the HAG, RH, Giroflex, BMA, Offecct, Malmstolen, and RBM brands. Profim is a manufacturers of office chairs in Eastern Europe.

Innova Capital is a private equity fund in the CEE region and invests in the medium-sized enterprises segment.

The Linklaters Warsaw team was led by Partner Daniel Cousens and Managing Associate Klaudia Krolak, supported by Senior Associate Jakub Wozniak. The team also included Partner Malgorzata Szwaj, Senior Associate Wojciech Podlasin, Managing Associate Marta Domino, Associates Magdalena Szewczyk and Maciej Checinski, and Junior Associate Maciej Ficinski.

The GT team was supervised by Managing Partner Jaroslaw Grzesiak and led by Partner Pawel Piotrowski.

The Gessel team was led by Managing Associate Karol Sokol and included Managing Associate Natalia Jodlowska, Attorney Inarda Bielinska, and Trainee Attorneys Anna Ryniec and Michal Osowski.

A German-Polish team from Noerr has advised the Schwarz Group retail group on the takeover by its GreenCycle affiliate of the Tonsmeier group of companies in Germany.

According to Noerr, “GreenCycle is taking over the fifth largest player on the German waste disposal market. Tonsmeier is based in Porta Westfalica, Germany, and is also active on the Polish and Dutch markets. It achieved sales of around EUR 500 million with a workforce of more than 3,000 last year. GreenCycle organizes the collection and recycling of all recyclable materials for the Schwarz Group generated in the stores and logistics operations of Lidl and Kaufland – around two million tonnes of recyclable materials a year in Europe. The takeover, which was agreed with the owners, the Tonsmeier family, is still to be cleared by the competition authorities. The parties have agreed not to disclose the selling price.”

The Noerr team was led by Munich-based Corporate Partner Florian Becker, and included, in Germany, Partners Maurice Seche, Alexander Janecke, Christian Alexander Mayer, Wolfgang Schelling, Ralph Schilha, Tim Uschkereit, and Nikolai Warneke, and Associates Bernd Baumer, Benjamin Jahn, Klaudyna Lichnowska, Marijke van der Most, Carl-Wendelin Neubert, Susanne Rummel, Hendrik Schlutt, Bianca Sterly, Pinar Turkac, and Franziska Zahoranky.

The Warsaw team included Partners Agnieszka Besiekierska and Arkadiusz Ruminski and Associates Maciej Gorgol and Pawel Radek.

“We are delighted to have seen an increasing number of transactions in recent months involving our German and international advisors together with lawyers of Noerr from our CEE regional practices including our Warsaw office,” commented Jorg Menzer, Partner & Head of CEE Offices at Noerr.

“Given the nature of the business (waste management) the transaction required a comprehensive analysis of the Polish and EU regulatory framework,” added Arkadiusz Ruminski. “The scope of operations of seven Polish entities subject to the transaction further added to the complexity of the deal.”