Category: Poland

Wardynski & Partners as represented Castorama in its lease of warehouse and logistics space in Poland from the Panattoni group. Linklaters advised the Panattoni Group on the deal.

The lease was signed on April 10, 2017, between Castorama Polska sp. z o.o. and the Panattoni group for lease of the DC2 distribution centre in Strykow, near the intersection of Poland’s A1 and A2 expressways. The total 100,000 square meter space is to be delivered in three stages between 2017–2019.

The warehouse will be Castorama’s largest central warehouse in Polan, and it is the second distribution center built for Castorama by Panattoni, after a 50,000 square meter DC1 distribution center, also in Strykow, which Castorama took possession of (again with Wardynski & Partners’ assistance) in 2013.

The Wardynski & Partners team was led by Partner Michal Wons.

Linklaters Senior Associate Marta Bijak-Haiduk advisied Panattoni on the deal.

White & Case has advised Powszechna Kasa Oszczednosci Bank Polski S.A. Oddzial – Dom Maklerski PKO Bank Polski w Warszawie, as Global Coordinator, Joint Bookbuilder and Offeror, UBS Limited, WOOD & Company Financial Services, a.s. S.A. and Oddział w Polsce, as Global Coordinators and Joint Bookbuilders, and Erste Group Bank AG as Joint Bookbuilder, on the PLN 1.65 billion (approximately EUR 388 million) initial public offering and admission to trading of shares in Dino Polska S.A. on the regulated market of the Warsaw Stock Exchange. Weil Gotshal & Manges advised Dino Polska and the selling shareholder, Polish Sigma Group S.a r.l., controlled by Polish Enterprise Fund VI L.P., a fund managed by Enterprise Investors.

Dino Polska is a chain of around 630 local supermarkets in Poland. The April 19, 2017 IPO involved the public offering of 48,040,000 shares in the company, which corresponded to 49% of its share capital and represented all of the shares held by Polish Sigma Group. The transaction was conducted via a public offering in Poland directed to Polish retail and institutional investors, and by a global offering addressed to institutional investors in other jurisdictions outside the US in accordance with Regulation S of the United States Securities Act of 1933, as amended, as well as in the US to qualified institutional investors under Rule 144A of the Securities Act.

This marks the fifth debut on the main market of the Warsaw Stock Exchange in 2017. According to White & Case Dino Polska’s public offering “was the second largest offering of a private company in the history of the exchange and the largest IPO in Poland since December 2013.”

The White & Case team advising on the transaction included Warsaw-based Partner Marcin Studniarek and London-based Partners Inigo Esteve and Doron Loewinger, with support from Warsaw-based Associates Katarzyna Grodziewicz and Klaudia Malczewska.

Weil’s Warsaw team included Partner Marcin Chylinski and Counsel Ewa Bober. Associates Anna Blonska, Filip Lesniak, and Krzysztof Jagiello were responsible for the day-to-day work on the transaction. Warsaw-based Partner Anna Frankowska was responsible for US law issues, while English law issues were handled by Partner Peter King and Associate Tomasz Rodzoch, both from the firm’s London office.

Kurzynski Kosinski Lyszyk i Wspolnicy has merged with Wierzbicki Adwokaci i Radcowie Prawni in Poland, and the combined law firm will now operate as Kurzynski Kosinski Lyszyk and Wierzbicki.

After the merger KKLW (the same acronym as before, with the “W” now standing for “Wierzbicki” instead of “Wspolnicy”) will employ over 20 lawyers, including Senior Partners Jacek Kosinski, Krzysztof Lyszyk, Michal Kurzynski, and Przemyslaw Wierzbicki, and Partners Agnieszka Wierzbicka and Lukasz Zabczynski. 

According to a press release issued by the new KKLW, “the partners of both law firms decided that the merger will increase their area of expertise and improve the market share.” That same press release asserts that, “due to the merger KKLW will provide a broader scope of services, including corporate law (M&A transactions and capital markets transactions), administrative law, public procurement law, restructuring and insolvency, real estate and construction, infrastructure, labour law, competition law and intellectual property law. The merger also means expanding the clients’ portfolio that now includes public sector [and] Polish and international companies.”

In addition, the firm reports, the “unparalleled” experience of former WARP Managing Partner Przemyslaw Wierzbicki and his team in litigation, “combined with KKLW successes will give the new law firm a leading position on the market of sophisticated civil and commercial litigations.”

“This merger strengthens our competitive edge,” said KKLW Partner Michal Kurzynski. “For years we have been competing with the biggest law firms because we have parallel knowledge and experience. At the same time we can be more flexible as far as our remuneration is concerned.” 

“Our lawyers have an extensive knowledge of some of the major industries, such as infrastructure, energy, banking and finance, pharmaceutical, sport and entertainment,” said Przemyslaw Wierzbicki. “As KKLW we are planning to grow even further, so now we will concentrate on reaching to new clients, as well as to leading professionals. We want to be able to keep expanding our scope of services.”

The new KKLW will take the place of the old KKLW at the Cosmopolitan building in Warsaw on Twarda street.

DZP has succeeded in the Regional Court in Gdansk for Obrascon Huarte Lain (OHL).

According to DZP, “in February 2013, [OHL] in consortium with two other entities carried out a project for Gdansk City Municipality – Gdanskie Inwestycje Komunalne sp. z o.o. entitled Construction of a road link between Gdansk Airport and the Port of Gdansk – Trasa Slowackiego, Task II, ul. Polokowa – Al. RzeczpospolitaSection. OHL provided a bank guarantee for proper performance of contract that clearly listed the circumstances in which it could be enforced. Less than a month before the guarantee expiry date, the municipal company sent the guarantor a demand for payment to be made under the guarantee but without indicating what OHL’s alleged failure to perform its contractual obligations involved. The guarantor met the demand. After an attempt to resolve the dispute amicably failed, OHL filed a claim for payment with the Regional Court in Gdansk against the contracting authority for redress of damage. The court issued an order for payment to be made to OHL against which the municipal company appealed.”

DZP persuaded the Court “that the contracting authority had had no grounds for demanding payment under the guarantee and thus that the municipal company was in breach of the contract, leading to damage to OHL.” According to DZP, “on 30 January this year, the court generally upheld OHL’s claim in full, though the judgment is not yet final and non-revisable.”

The case was handled by DZP Associate Bartosz Karolczyk, working under the guidance of Partner Pawel Lewandowski.

CMS’s Polish and Swiss offices have advised the Bucher-Motorex Group on the acquisition of a lubricants factory in Poland from Circle K (the former Statoil Fuel&Retail). This is Motorex’s first acquisition in CEE.

According to CMS, “the Bucher-Motorex Group is an independent family business and Switzerland’s largest manufacturer of lubricants. The group is celebrating its centenary this year, and is currently undergoing rapid expansion. It sells its M branded products in over 80 countries.”

“We are proud to assist the Bucher-Motorex Group in this important transaction, which will further strengthen the development of the group,” said Warsaw-based Counsel Blazej Zagorski, who co-headed the firm’s team in Poland along with Zurich-based Partner Stefan Brunnschweiler

The CMS team headed by Brunnschweiler and Zagorski advised the Bucher-Motorex Group on “all aspects of the transaction as well as on complex planning, construction, environmental and regulatory issues.” Key team members included: Associate Anna Tomaschek from CMS Zurich and Partner Wojciech Koczara and Associates Grzegorz Paczek, Marcin Pasik, and Milosz Tomasik, all from CMS Warsaw.

Maruta Wachta has advised Delivery Hero GmbH, the global online food ordering and delivery marketplace, on the acquisition of a 51% stake in Delivery Hero Poland (Restaurant Partner Polska Sp. z o.o.) by AmRest Holding SE, through an investment in newly issued shares.

AmRest holds the franchise rights to the KFC, Pizza Hut, Burger King, and Starbucks brands in Poland. As a result of the transaction, products offered by AmRest’s brands will be available on Delivery Hero’s Polish food delivery platform. Furthermore, as part of the terms of the agreement, AmRest will bring its brands onto the Delivery Hero platforms in the Czech Republic and Hungary. According to Maruta Wachta, the companies also agreed to explore opportunities for further cooperation in other Central and Eastern European countries.

The Maruta Wachta team was led by Partner Daniel Jastrun, assisted by Advocate Aleksandra Polak and Lawyer Piotr Galka. 

Editor’s Note: On September 7, 2017, Maruta Wachta informed CEE Legal Matters that the deal had closed.

Mrowiec Fialek & Partners has advised Altus TFI on its acquisition of BPH TFI from BPH PBK Zarzadzanie Funduszami, a member of the GE Capital group. Weil Gotshal & Manges advised the GE Capital Group, including BPH PBK Zarzadzanie Funduszami, Bank BPH, and BPH TFI on the transaction, which remains contingent on the obtaining of regulatory approvals.

The Mrowiec Fialek & Partners team consisted of Partner Zbigniew Mrowiec, Senior Associates Pawel Cyganik and Michal Faderski, and Associate Malgorzata Banaszkiewicz.

The Weil team consisted of Partners Pawel Rymarz, Lukasz Gasinski, and Artur Zawadowski, and Associates Jacek Zawadzki, Michal Bobrzynski, and Magdalena Medynska.

Clifford Chance has advised a consortium of Bank Zachodni WBK S.A. (Agent and Security Agent), Alior Bank S.A., Bank BGZ BNP Paribas S.A., DNB Bank ASA, DNB Bank Polska S.A., PKO Bank Polski S.A., TFI PZU S.A. and Raiffeisen Bank International AG in relation to a transaction concerning the granting of term facilities and revolving facilities in the amount of PLN 7 billion for Play Holding 2 S.a r.l. and P4 sp. z o.o. (PLAY’s network operator). White & Case advised the borrowers on the loan, which was designed for, among other things, the refinancing of the current debt and financing of the general corporate objectives of the capital group.

According to Clifford Chance, “PLAY is currently the most popular mobile operator among customers in Poland. It has over 14.4 million registered SIM cards, which constitute over 26.3% of the market (status as at December 2016). In November 2013, PLAY launched its 4G LTE offer, whose range covers over 92.1% of Poland’s population.”

The Clifford Chance team was led by London-based Partner Richard Sharples, and in Warsaw by Managing Partner Grzegorz Namiotkiewicz. The team’s work was coordinated on an ongoing basis by Counsel Irena Floras-Goode, and it included Senior Associate Katarzyna Jakubiak and Associates Piotr Weclawowicz and Mateusz Chmura.

Editor’s Note: After this article was published, White & Case announced that its team had been led by London Partners Ian Bagshaw and Martin Forbes and Warsaw Partners Marcin Studniarek and Tomasz Ostrowski, and included Warsaw Local Partner Rafał Kaminski, Warsaw Counsel Grzegorz Jukiel, Warsaw Associates Aneta Urban, Anna Pawelec, and London Associates Ahu Langley, Nicola Chapman and Marketa Stafkova.

Chajec, Don-Siemion & Zyto has advised SaveCartTM, a new marketing technology start-up, in the acquisition of a 15% stake in the company by the start-up’s inventors. The founding shareholders retain the remaining shares.

According to CDZ, SaveCartTM, managed by co-founder Rafal Gawlowski, “provides e-stores with a service to increase the value of a customer’s shopping cart and to help bring his or her transaction to a close, addressing e-retailers’ frequent complaints about customers withdrawing from their online shopping at the final stage.”

The CDZ team was headed by Aleksandra Szyszko-Kaminska, supported by Eliza Szulc-Sieranska.

Soltysinski Kawecki & Szlezak has advised China Security & Fire Co. Ltd., a company listed on the Shanghai stock exchange, on its acquisition of Konsalnet Holding S.A. and its subsidiaries from a company controlled by the Value4Capital private equity fund. Mrowiec Fialek & Partners advised V4C on the transaction, which was valued at approximately EUR 110 million, and which remains subject to conditions precedent, including antimonopoly clearance.

According to SK&S, the Konsalnet Group is “one of the major entities in Poland in the fields of security services for people and property, cash processing (including convoys), technical security systems and monitoring, [and] fire protection services.”

Also according to SK&S, the China Security & Fire Co. is “active primarily in China, where it provides ‘smart city solutions’ for large cities (i.e. solutions related to construction and development, security and fire system integration and operation services dedicated to administrators; the solutions are applied to resolve difficulties in the process of urban development, including public safety, public services and industrial transformation).” The firm reports that the company’s activity outside China, “which is carried throughout Southwest Asia, Australia and New Zealand, encompasses cash logistics management, financial security, human security, electronic security, facility management and various extended security services with businesses.”

The SK&S team was supervised by Senior SK&S Partner Tomas Kanski, and included Senior Associate Leszek Malecki and Associate Karol Skibniewski on corporate matters, Partner Piotr Andrzejak and Senior Associate Szymon Czerwinski on tax matters, Partner Krzysztof Kanton and Senior Counsel Jarosław Lukawski on antimonopoly matters, and Partner Roch Palubicki and Associate Filip Sodulski on employment matters. 

The Mrowiec Fialek team consisted of Partner Miroslaw Fialek, Senior Associates Pawel Cyganik, Anna Paszek, and Michal Faderski, and Associates Malgorzata Banaszkiewicz, Michal Nowodworski, and Paulina Bijoch.