Category: Poland

The Kondracki Celej law firm has advised bValue venture capital fund on its investment in SEEDiA, a Krakow-based startup that produces intelligent solar furniture and benches. The investment value is up to PLN 3 million.

The investment was carried out by bValue’s new investment fund, bValue Bridge, which aims at investing in R&D projects and startups in Poland.

“This is the second time that Kondracki Celej has assisted us in our investments this year,” noted bValue Managing Partner Maciej Balsewicz. “In Poland’s growing market, the opportunities for new projects are increasing dynamically, and we feel that it is very important to have an experienced and reliable legal advisor who understands the venture capital reality in Poland.” 

“We are pleased to have assisted bValue on yet another successful investment, and to have contributed to their next business growth,” added Kondracki Celej Partner Rafal Celej, who led his firm’s team on the transaction. “The investment, which included accomplished investor and experts with significant experience in SEEDiA’s sector, will help the company to develop its interesting product, which offers a unique solution that will revolutionize the furniture sector in Poland.” 

Linklaters has advised Grupa Ozarow on the sale of 99.19% of the shares in its Polish calcium silicate subsidiary, Grupa Silikaty Sp. z o.o., to H+H Polska Sp. z o.o., the Denmark-based subsidiary of H+H International. Wardynski & Partners advised the buyers on the deal, which remains subject to customary approval by the Polish authorities and is expected to occur at the end of 2017.

Grupa Silikaty is the second largest producer of calcium silicate units in Poland with seven production plants. Calcium silicate units are used as building blocks in residential buildings and are predominantly made from sand and lime. Revenue in 2016 was around 157 million Danish kroner and EBITDA was around DKK 11 million. The company employs approximately 300 persons.

The Linklaters team was led by Counsel Marcin Schulz , supported by Partner Malgorzata Szwaj and Associates Jakub Wozniak, Lukasz Burakowski, and Wojciech Podlasin.

The Wardynski & Partners team was led by Partner Izabela Zielinska-Barlozek and included Maciej Szewczyk and Agnieszka Szydlik.

Dubinski Fabrycki Jelenski has advised Plukon Food Group BV (the Netherlands) on its acquisition of a majority stake in L&B Wyrebski Sp. z o.o. 

Founded in 1994, L&B Wyrebski slaughters, cuts, produces, and supplies raw meat products in Poland and abroad. It serves customers through wholesalers, meat companies, and its own wholesale and company shops. 

According to DFJ, “the transaction included the acquisition of both existing and newly-issued shares in [L&B Wyrebski’s] increased share capital with a view to providing the company with a part of financing necessary for the construction of a state-of-the-art poultry slaughterhouse and processing facility.”

Dentons advised the offering managers — including Haitong Bank, mBank, Pekao Investment Banking, Wood&Co, Raiffeisen Centrobank, Mercurius, Trigon and Vestor — on the initial public offering and listing on the Warsaw Stock Exchange of Polish debt collection company GetBack S.A. Greeberg Traurig advised Getback S.A. and its only shareholder, DNLD Holdings B.V. (an entity controlled by a consortium of private equity funds led by funds from the Abris Capital Partners Group), on the initial public offering of shares and listing.

The public offering covered 40 million shares, 37 million of which were sold to institutional investors. The share price was set at PLN 18.5, putting the value of the offering at PLN 740 million (approximately EUR 174 million), making it the second-largest IPO in Poland in the last four years.

GetBack S.A. is active on the accounts receivable market in Poland and Romania. Its core business includes the purchase of accounts receivable portfolios for its own account, the management of investment portfolios including accounts receivable of third party funds, and the provision of services to collect accounts receivable under engagement from other entities. The company employs more than 1000 people.

Dentons’ Warsaw office conducted due diligence and drafted the issue prospectus, placement agreement and other transaction documentation. Capital Markets Partner Jakub Celinski led the deal, supported by Senior Associates Piotr Kowalik and Ryszard Manteuffel, Counsel Inga Dulska, and Associate Magdalena Chalas. In addition to the Warsaw lawyers, Dentons’ Bucharest Partner Perry Zizzi and Senior Associate Doru Postelnicu and London Partner Cameron Half advised on the transaction.

The Greenberg Traurig Warsaw team was led by Managing Partner Jaroslaw Grzesiak and Partner Pawel Piotrowski, supported by Associates Tomasz Szekalski and Agata Wisniewska.

Dentons has provided legal and tax support to Mabuchi Motor on its investment into a new plant in the Krakow Special Economic Zone in Poland.

Dentons reports that it “successfully represented Mabuchi Motor at the public auction where the land was purchased from the local municipality, negotiated the property purchase agreement, advised on the available investment incentives and tax solutions, and procured a license to operate in the special economic zone. The firm also provided advice on day-to-day regulatory, tax, and corporate matters.”

The plant will manufacture automotive components and spare parts for the motoring industry, including electric motors used to drive automotive appliances. The plant is designed to serve as a major production hub to cater to rising demand from European clients. The construction project officially kicked off on Wednesday, July 12, 2017. The plant is scheduled to launch production by late 2019, and will reach full capacity in 2023, with a planned output of 16 million motors annually. It is expected to create jobs for 400 employees.

The project was led by Dentons Partner Takura Kawai, head of the Japan Desk in the EMEA region, and included Tax Partner Cezary Przygodzki, and Counsels Michal Bernat Counsel Lukasz Zwiercan.

Gessel and Wierzbowski Eversheds Sutherland have advised Enterprise Investors on the acquisition by the Polish Enterprise Fund VII and the President of the Management Board of 100% of shares in Janton, Poland’s leading producer of alcoholic beverages based on grape and fruit wines. The sellers were advised by CMS on the deal, which remains conditional on antimonopoly approval. Financial details were not disclosed.

Enterprise Investors is one of the largest private equity firms in Central and Eastern Europe. Active since 1990, the firm has raised eight funds with total capital exceeding EUR 2 billion. These funds have invested EUR 1.7 billion in 138 companies across a range of sectors and exited 124 companies with total gross proceeds of EUR 3.4 billion.

Janton’s core products are wines, ciders, and flavored alcoholic beverages with an alcohol content of up to 22%. In 2016 the company generated revenues exceeding EUR 40 million. Janton sells its products under some 20 different brands produces and stored at a plant and warehouse in Dobron, in central Poland.

“Janton will benefit from the evolution of Polish consumer preferences toward flavored alcoholic beverages with lower alcohol content. The category requires constant innovation and product development in terms of taste, packaging and brand communication. Janton clearly has the know-how and experience as well as the infrastructure to thrive in such a fast-paced and continually changing environment,” said Sebastian Krol, partner at Enterprise Investors in charge of the transaction. “These strengths in combination with sound financial standing and an ambitious management team put Jantom in an excellent position as a potential market consolidation platform,” he added.

The company’s co-owner, Jacek Janton, summed up the deal: “We are handing over Janton to its very capable management, which will be supported by a leading private equity fund, Enterprise Investors. I am convinced the company has excellent prospects for further growth and will continue to consolidate its market position.”

After the acquisition, Janton will focus on strengthening its key business lines. “In the months to come we will introduce new products and launch further innovations in the existing portfolio. One of our priorities will be to support the development of the very successful Monte Santi brand,” commented Jakub Nowak, CEO of Janton. 

Gessel reports that it supported the Polish Enterprise Fund VII “on all successive stages of the transaction, including due diligence, tax analysis, preparation of the transaction structure and documentation, and proceedings before the Office of Competition Consumer and Protection.” The firm’s team was led by Managing Partner Marcin Macieszczak and included Advocates Karol Sokol and Karolina Krzal, Attorneys Inarda Bielinska, Michal Boryczka, and Krzysztof Jasinski, and Trainee Attorney Anna Ryniec.

Wierzbowski Eversheds Sutherland’s role involved negotiating the terms of the warranty and indemnity coverage and the tax risks associated with the transaction. The firm’s team included Partner Karolina Stawowska and Senior Associate Malgorzata Sajkiewicz on tax, Of Counsel Grzegorz Kott on insurance law, and the leader of the project, Of Counsel Krzysztof Feluch, on M&A issues.

The CMS team included Partner Marek Sawicki, and Mateusz Baszczyk, lawyer from CMS Corporate Department.

CMS has advised Polish company Tele-Fonika Kable S.A. on its acquisition of JDR Cable Systems (Holdings) Ltd. — a supplier of subsea umbilicals and power cables to the offshore energy industry, headquartered in the UK — from majority owner Vision Capital. Macfarlanes served as legal counsel to the sellers, with Mills & Reeve acting as legal counsel to the JDR management team. JP Morgan and Societe Generale provided financial advice to TFKable, and Simmons & Company International provided financial advice to JDR.

According to CMS, “both companies have a long history of collaboration, with TFKable being one of JDR’s important business partners, supplying power copper cores for its cable and umbilical systems. JDR’s highly technical subsea systems, used in the global offshore oil, gas and renewable industries, allow its customers to power and control their offshore operations, and will enhance the range of cable solutions TFKable can provide to its customers.”

The transaction, which remains subject to regulatory approvals, is expected to close in Q3 2017.

The CMS team was led by CEE-based English-qualified Corporate Partner Graham Conlon, along with Senior Associate Valentina Santambrogio, supported by over 50 other CMS lawyers, including Ben McParland, Anna Thomson, and Siddharth Fresa in CMS’s London office. According to Conlon, “this is the second transaction in as many years where we CMS have helped a major Polish company to expand into the UK, the other transaction being Amica’s acquisition of CDA Group in the UK. We are seeing CEE-based companies becoming increasingly acquisitive overseas, and clients appreciate the fact that we have English law capability on the ground in CEE, backed by an extensive footprint of offices throughout Europe and beyond.”

Image Source: jdrcables.com

Chajec, Don-Siemion & Zyto has advised a private equity fund managed by Value Quest Sp. z o.o. on its acquisition of 100% shares in TTComm S.A., a prominent provider of satellite services in Central and Eastern Europe, from TTComm International B.V. The sellers were advised by Plopper & Partners, a US law firm.

CDZ’s assignment included carrying out the legal due diligence of TTComm S.A., developing the deal structure, and drafting and negotiating the transaction and financing documents. The firm’s was coordinated by Aleksandra Szyszko-Kaminska.

Mrowiec Fialek & Partners has advised Wydawnictwa Szkolne i Pedagogiczne S.A. (WSiP) on its acquisition of the Szkola Jezykow Obcych R. Jezak Sp. z o.o. foreign language school.

According to MFP, “WSiP is one of the leading publishers, offering the widest range of educational materials in the Polish market. In addition the company is already the owner of other foreign language school networks: Profi Lingua and Empik School.” MFP advised WSiP on those deals as well (as reported by CEE Legal Matters on January 19, 2016 and June 6, 2017, respectively).

The Mrowiec Fialek & Partners team consisted of Partner Miroslaw Fialek, Senior Associates Anna Paszek, Pawel Cyganik, and Michal Faderski, Associate Paulina Bijoch, and Junior Associate Michal Nowodworski.

White & Case has advised Play Communications S.A. (Play) and its shareholders, Novator and Olympia, on the EUR 1 billion initial public offering of Play on the Warsaw Stock Exchange, which values the company at EUR 4 billion (PLN 16 billion). Play will be listed on July 27, 2017. Latham & Watkins advised the banks on the IPO, which is reported to be Europe’s largest IPO in the telecommunications sector since June 2015, and one of the five largest Polish IPOs ever.

Play, a portfolio company of private equity firms Novator and Olympia, was founded a decade ago and has increased its market share from less than five percent in 2008 to 27 percent in 2017, making it Poland’s second largest mobile network. It competes with Orange, Deutsche Telekom’s T-Mobile and Polkomtel’s Plus, and has more than 14 million customers.

“White & Case has a strong relationship with Novator and Olympia and we’ve been advising Play since 2014,” said White & Case Partner Ian Bagshaw, who co-led the firm’s deal team with Jill Concannon. “Our lawyers in London and Warsaw have advised on a complex and successful IPO that will allow the company to continue its exciting growth journey.”

In addition to Bagshaw and Concannon, the White & Case team included London-based Partners Jonathan Parry, Prabhu Narasimhan, Martin Forbes, and Nicholas Greenacre, Warsaw-based Partner Marcin Studniarek, Warsaw-based Local Partner Rafal Kaminski and Counsel Grzegorz Jukiel, London-based Associates Ben von Maur, James Greene, Benjamin Bierwirth, Brian Dearing, David Nisbet, and Nicola Chapman, and Warsaw-based Associate Monika Duzynska.

Editor’s Note: After this article was published Weil, Gotshal & Manges – Pawel Rymarz sp.k. announced that, acting alongside global counsel Latham & Watkins, it had advised Global Coordinators and Joint Bookrunners J.P. Morgan Securities plc, Merrill Lynch International, and UBS Limited, as well as Bank Zachodni WBK S.A. and PKO Bank Polski S.A. Oddzial – Dom Maklerski PKO Banku Polskiego w Warszawie, acting as Joint Bookrunners and Co-Offering Agents, on matters of Polish law related to the initial public offering of Play Communications S.A..

Weil’s Warsaw team included Partners Marcin Chylinski and Anna Frankowska, Counsel Ewa Bober, and Associate Krzysztof Jagiello.