Category: Poland

SK&S has advised Salad Signature (a portfolio company of the IK VII Fund, advised by the IK Investment Partners private equity firm) on its acquisition of 100% of shares in Maga PPH sp. z o.o.

SK&S describes Maga PPH as “one of the leading Polish manufacturers of salads, raw vegetable salads, and pastas, active on the local market since 1991,” and Salad Signature as “a leading spreads, dips and side salad producer in Europe operating in the Netherlands and Belgium and having a growing Northern European footprint across France, the United Kingdom, Germany, Poland, and Scandinavia.”

The SK&S team was lead by Managing Partner Robert Gawalkiewicz, assisted by Senior Counsel Monika Krzyszkowska-Dabrowska, Senior Associates Leszek Malecki and Lukasz Wyszomirski, and Associates Michal Dawidowicz, Maciej Lewicki, and Filip Sodulski.

SK&S explained that it did not have permission to identify counsel for sellers.

White & Case has advised PGE Polska Grupa Energetyczna S.A. (PGE), Poland’s biggest power producer, on its PLN 4.51 billion (approximately USD 1.2 billion) acquisition of the EDF Group’s assets in Poland. The EDF Group was represented by Dentons.

PGE signed a Conditional Share Sale Agreement in relation to the acquisition with EDF International SAS and EDF Investment II B.V. on May 19, 2017.

According to White & Case, through the acquisition, which includes eight combined heat and power plants in key locations including Trojmiasto, Wroclaw, and Krakow, the Rybnik power station in Silesia, and almost 400km of heating network in four cities, “PGE strengthens its leading position in the Polish electricity market and becomes the leader in the Polish heat market.”

The transaction value amounts to approximately PLN 4.51 billion, of which approximately PLN 2.45 billion is the equity value and approximately PLN 2.06 billion is the net debt. The closing of the transaction is planned to take place no later than January 2, 2018 and the payment will be made at that time.

White & Case coordinated the acquisition process, negotiated the transaction documents relating to the acquisition of the EDF assets, and obtained the mandatory regulatory approvals. 

The White & Case team in Warsaw advising on the transaction was led by Partner Marcin Studniarek, Local Partner Aneta Hajska, and Counsel Jakub Gubanski, with support from Associates Monika Duzynska, Pawel Gora, Klaudia Malczewska, Iwo Malobecki, Marta Osowska, Jedrzej Palka, Anna Pawelec, Aneta Urban, and Mateusz Zawistowski.

Editor’s Note: After this article was published Dentons announced that it had advised French energy group EDF in the sale of the group’s assets in Poland to PGE 

“PGE is acquiring a premier portfolio of assets, which the EDF group in Poland has built up over many years,” said Dentons Partner Piotr Dulewicz, Head of the Mergers and Acquisitions team in the firm’s Warsaw office. “This is the largest transaction in Poland’s energy sector in the last five years and among the largest of its kind seen recently in Europe.”

Dentons performed due diligence for the seller, advised on the pre-transaction in-house restructuring, and drafted and negotiated the transaction documentation. The firm’s team consisted of Partner Piotr Dulewicz and Pawel Grabowski, working along with members of the firm’s Energy and National Resources Team headed by Partner Arkadiusz Krasnodębski. Other lawyers advising on the transaction included Partner Tomasz Janas and Counsel Marceli Kasperkiewicz.

Linklaters has advised Skanska on the co-creation of a business ecosystem called “Business Link” with Akademickie Inkubatory Przedsiebiorczosci, the largest network of co-working space and private offices in Poland. The joint venture, according to Linklaters, “will enable the developer to create the most comprehensive commercial office proposition available to a wide range of businesses in the CEE market.”

According to Linklaters, “Skanska will jointly control the venture while remaining as the minority investor as part of a sustainable business partnership. The developer, as an equal partner, will not take over the start-up company but will be investing in its development.”

Finally, Linklaters reports, “the new platform with Business Link will create an innovative space for both the developing network of start-up, small and medium-sized businesses and the business services sector to find flexible commercial property together with a package of additional services such as acceleration and mentoring programs. The venture will also contribute to the development of entrepreneurship in Poland and the CEE region.”

The Linklaters team consisted of Managing Associate Klaudia Krolak and Of Counsel Michal Miecinski.

Gessel has advised Enterprise Investors on the sale of a 32.99% stake in Skarbiec Holding S.A. and on the sale of a PLN 75 million block of shares on the Warsaw Stock Exchange. The shares were purchased by Murapol, a leading Polish real estate developer, which was advised by PWP Kanclelarie Prawne.

Skarbiec Holding is a publicly listed company and the parent of Skarbiec Towarzystwo Funduszy Inwestycyjnych, one of Poland’s oldest investment fund societies.

The Gessel team was led by Partner Krzysztof Marczuk, with the assistance of Of Counsel Tomasz Drągowski and Trainee Julia Trzmielewska.

Chajec, Don-Siemion & Zyto has advised NanoGroup S.A., an advanced biotech company, on setting up a holding designed to generate added value by tapping into the group’s potential.

According to CDZ, during the first stage of the project the firm developed the group’s concept and drafted the documentation necessary to create the holding’s structure, while, in the second stage, the firm was “responsible for preparing the legal component of a prospectus that was filed with the Polish Financial Supervision Authority on May 23 and is another step towards the company’s listing on the Warsaw Stock Exchange.”

NanoGroup consists of three subsidiaries — NanoVelos S.A., NanoSanguis S.A., and NanoThea S.A. — all involved in the development of five advanced biotechnological projects. According to NanoGroup President Marek Borzestowsk,  “The public offering is being carried out to raise more funds to finance a biotechnological project currently developed by NanoGroup and to finance investment in new projects.”

The CDZ legal team was headed by Partner Maciej Kotlicki and Piotr Rychta, assisted by Malgorzata Sas-Madej, Aleksandra Hulewicz, Daniel Kozlowski, Monika Ciechomska, and Marcin Lizurek.

Chajec, Don-Siemion & Zyto has advised a fund managed by TFI Capital Partners S.A. on an indirect transfer to Aplitt S.A. of all shares in Monetia Sp. z o.o., which the firm describes as “the largest Polish company in terms of the number of outlets specializing in financial transaction outsourcing and cash transaction handling.”

According to CDZ, “Monetia is a fintech/payment processing company providing payment services under a license from the Polish Financial Supervision Authority. It has more than 700 outlets and 400 regular institutional clients. Monetia handles 1.5 million low commission fee retail transactions per month. The annual amount of payments processed by Monetia is PLN 3.6 billion.”

This is the third transaction CDZ has assisted Capital Partners with this year, following its financing of a Polish IT solution provider and a multi-stage equity restructuring of a manufacturing company.

The CDZ team advising on the transaction was coordinated by Aleksandra Szyszko-Kaminska, supported by Malgorzata Sas-Madej and Daniel Kozlowski.

DZP has advised Envelo (Digital Mail Services Poland sp. z o.o.), the largest platform for postal services in Poland, in a dispute with the Ministry of Finance concerning the interpretation of VAT for their flagship product, the sale of e-stamps.

According to DZP, an e-stamp “is essentially a stamp which can be purchased over the Internet and which can also be enriched with your own graphics. By using the e-stamp, you can send letters with a simple and modern way. This innovative product on the Polish market allows for quick and [convenient use] on items [in the] Polish Post.”

The Supreme Administrative Court issued a favorable decision for Envelo, confirming that delivery of e-stamps are exempted from VAT on the same basis as the supply of classic stamps.

The DZP team was led by Tax Manager Jan Czerwinski and Partner Artur Nowak from the firm’s Tax practice.

SSW Spaczynski, Szczepaniak & Partners has advised Capital Park S.A. on its issuance of K-series bearer bonds worth a total of EUR 15.67 million.

The maturity date for the bonds issued by Capital Park, a prominent investor and real estate developer in Poland, is April 27, 2020.

The SSW team was coordinated by Partner Szymon Okon, assisted by Junior Associate David Brudzisz.

The Warsaw office of Greenberg Traurig has represented Amstar in connection with a joint venture with developer Hines and the acquisition by the joint venture company of a 0.92 hectare plot of land in the city center of Krakow, adjacent to the central railway station and Galeria Krakowska, from Heitman. Amstar and Hines will develop a residential project on the plot, which will consist of 26,000 square meters of high quality residential units for sale with ground-floor retail facilities.

Amstar is a real estate investment manager that acquires, develops and manages office, multifamily, retail, hotel and industrial properties in select U.S. and international markets.

The Greenberg Traurig team was led by Partner Radomil Charzynski and included Local Partner Karol Brzoskowski and Associates Karol Lewandowski and Kamil Majewski.

The Dentons team was led by Partner Bartlomiej Kordeczka, supported by Senior Associate Ewelina Klein.

CMS has advised the EBRD on its participation in the acquisition of Zabka, one of Poland’s leading food retailers, with an equity investment of up to EUR 25 million.

Zabka was recently acquired by funds managed by CVC Capital Partners from its previous owner Mid Europa Partners. It is expected that the EBRD investment will support the continued strengthening of corporate governance and setting standards in “green innovation” through environmentally friendly investments.

Since the beginning of its operations in Poland in 1991, the EBRD has invested almost EUR 8.5 billion in more than 380 projects in the country.

The CMS team was led by Partner Graham Conlon and Senior Corporate and M&A Associate Tetyana Dovgan, with support from Associate Vitalii Mainarovych.

Image Source: money.pl