Category: Poland

Wierzbowski Eversheds has advised on the cross-border merger of Elpro Development S.A. and the Cypriot company EMP Investment Ltd., both of which belong to Emperia S.A., which is listed on the Warsaw Stock Exchange.

The merger was a result of the restructuring of the group. According to Eversheds, work on the project commenced in November 2015, when a schedule for the merger was prepared. In May of this year the implementation of the plan began, and on November 14, 2016 the Warsaw District Court registered the cross-border merger between Elpro Development and EMP Investment.

According to Eversheds, “throughout the project our lawyers supervised the work of the Cypriot company and the law firm supporting it, S. Dionysiou & Partners LLC, and prepared and agreed all corporate documents to be effective in both jurisdictions.”

The firm’s M&A team was coordinated by Of Counsel Krzysztof Feluch, working with lawyer Roza Warszawik, while Partner Karolina Stawowska and Associate Malgorzata Sajkiewicz advised on tax matters.

Maruta Wachta is reporting having reached a PLN 17.5 million settlement for a consortium of three companies with claims relating to the construction of the National Stadium in Poland.

Maruta Wachta represented Elektrobudowa SA, Qumak S.A., and Przedsiebiorstwo “AGAT” S.A.. According to the firm, “on November 14, 2016 after 4 years of negotiations the settlement over payment for construction of the Polish National Stadium was completed.”

The firm’s team was led by Partner Wojciech Jarosinski and Senior Associate Damian Gudel. 

Taylor Wessing CEE is welcoming new Partner Pawel Kuglarz to its Poland office.

Kuglarz, who moves over from Wolf Theiss, becomes the third Partner to join Taylor Wessing CEE in recent months, following the September 2016 arrivals of Austrian Partners Clemens Barenthaler from DLA Piper and Michaela Petritz-Klar from Schoenherr. 

Kuglarz had worked for Wolf Theiss Poland (and the Warsaw office of Beiten Burkhardt, which Wolf Theiss took over in 2012), since 2001. He specializes in real estate and restructuring and has significant experience in both traditional and alternative dispute resolution. According to Taylor Wessing, “he is, among other [things], a member of the Constitutional Commission, Director of the Austrian law school at the Jagiellonen University in Krakow, Board member of INSOL Europe (the International Association of Restructuring, Insolvency & Bankruptcy Professionals) and the Polish Foundation for Mortgage Loans and of other renowned Polish institutions. Moreover, he was supervisory board member of several joint stock companies such as PKP SA (Polish Railways).”

Kuglarz becomes the 39th Partner at Taylor Wessing CEE. In a statement released by the firm announcing his arrival, Taylor Wessing CEE Managing Partner Raimund Cancola explains: “We are very successful in pursuing our goal to enlarge our CEE offices by bringing aboard outstanding and renowned lawyers. By doing so, we are able to ensure growth on the highest quality level.”

Kubas Kos Galkowski has announced that lawyers Grzegorz Pobożniak, Pawel Sikora, Agnieszka Trzaska, Wojciech Wandzel, and Julita Zawadzka joined the firm’s partnership on October 28, 2016.

Dispute Resolution specialist Grzegorz Pobozniak joined the KKG team in 2006. According to the firm, “he supports clients in strategic and safe management – from negotiation tactics to the latest corporate instruments, and also in the implementation of long-term strategic projects. He specializes in cases connected with real estate transactions, disputes in the scope of business operations and in key disputes in the scope of civil law.” He received his Master’s degree from the Faculty of Law at Jagiellonian University in 2006.

Pawel Sikora has worked with KKG since 2003. He focuses on IT and start-up projects as well as mergers, acquisitions, and other forms of restructuring and bankruptcy, and the firm describes him as “a specialist in the scope of court proceedings as well as alternative dispute resolution methods.” He received his Master’s degree from Jagiellonian University in 2004.

Agnieszka Trzaska, who joined KKG in 2007, represents clients in court proceedings, primarily in commercial disputes. According to the firm, “she is experienced in the area of dispute resolution, including issues connected with international commercial arbitration as well as consultancy in the scope of civil and commercial law.” She received her Master’s degree from Jagiellonian University in 2007.

Wojciech Wandzel joined KKG in 2006. According to KKG, which describes him as “an experienced negotiator and procedural strategist,” Wandzel “carries out projects in the scope of handling financial transactions, provides standing legal services to corporate clients and banking law.” Wandzel also supervises the Kubas Kos Galkowski French Desk, and he is the Vice-Chair of the International Litigation Subcommittee at the American Bar Association. He received his Master’s degree from Jagiellonian University in 2003.

Julita Zawadzka joined Kubas Kos Galkowski in 2008, and the firm describes her as possessing “many years of experience in court proceedings with clients from the construction, energy, financial, and trade sectors.” KKG also says about her that “she also specializes in re-privatization matters, administrative proceedings and court-administrative proceedings.” She received her Master’s from Jagiellonian University in 2008 and followed that up with a Ph.D. from the same institution in 2011.

The Warsaw office of Greenberg Traurig has advised Invesco Real Estate on the acquisition of 29 hectares of undeveloped property in Kolbaskowo, near Szczecin, Poland, and on retaining Panattoni Europe to construct a 161.5 thousand square meter logistics center, intended for rent to Amazon. WKB Wiercinski, Kwiecinski, Baehr advised Panattoni Europe on the deal.

According to Greenberg Traurig, “Invesco Real Estate has managed global investments on the real estate market since 1983, initially in the United States and then also in Europe and Asia.” The firm reports that the property in Kolbaskowo will be Amazon’s fourth logistics center in Poland. 

The transaction was led for Greenberg Traurig by Partner Agnieszka Stankiewicz and Senior Associate Rafal Siwek, supported by Associates Dobroslaw Plaska and Michal Niecko.

The WKB team was led by Partner and Head of Real Estate and Property Development Magdalena Zienkiewicz.

Dentons has strengthened its European Real Estate practice with the addition of new Partner David Dixon.

Dixon brings with him more than 25 years of professional expertise advising regional property funds, institutional investors and financial institutions on real estate transactions as well as investment banks and private equity funds on M&A deals across Europe. He was Head of Norton Rose’s Corporate Finance team in Warsaw for five years from 2008-2013, where he led real estate, M&A, restructuring, banking and finance, corporate and securities projects. For the 11 years before that he was a key partner at Chadbourne and Parke’s Warsaw office and its predecessor firm, Altheimer & Gray, leading real estate and M&A transactions throughout CEE. Most recently, he acted as the General Counsel for Europe, Middle East and Africa at Solera Holdings, an international provider of risk and asset management software and services to the automotive and property sectors, where he was responsible for implementing Solera’s M&A strategy in Europe.

“Investment transactions on the property market are becoming increasingly sophisticated and require a unique blend of real estate, corporate, M&A and financing experience. David brings these skills along with a business-focused approach,” said Pawel Debowski, Chairman of the Europe Real Estate group at Dentons. “Set against a backdrop of the growing number of cross-border portfolio transactions involving Poland that we’re currently seeing, his experience in leading international deals will certainly be appreciated by our clients.”

“Dentons’ Real Estate practice is pre-eminent in Poland and a recognized market leader across Europe,” said David Dixon. “I am truly excited to have the opportunity to work with the team to enhance Dentons’ real estate client base and service offering in Europe.”

Domanski Zakrzewski Palinka has provided Polish law advice to the Swiss company SSE Holding Ltd. in its acquisition of civil enterprises belonging to Orica Limited located in Germany, Poland, Czech Republic, and Slovakia. DZP reports that it cooperated with law firms in Switzerland, Germany, the Czech Republic, and Slovakia.

SSE Holding, which manages Societe Suisse des Explosifs, is an international industrial group that has manufactured and sold explosive products and services for over 120 years.

Orica Limited is a leading supplier of commercial explosives and blasting systems to the mining and infrastructure sectors.

The DZP team consisted of Partner Julita Zimoch-Tucholka and Senior Associate Joanna Schubel. 

DZP did not reply to our inquiry about other firms working on the deal.

Domanski Zakrzewski Palinka is advising Toyota on its announced plan to carry out two new investments in Poland: producing gear boxes for hybrid vehicles in a plant in Walbrzych and producing a new generation of petrol engines in a plant at Jelcz-Laskowice. The total investment value is approximately PLN 650 million.

DZP is advising the company in a process to obtain state aid for the investments in the form of financial support offered by the Minister of Development and Finances under the rubric of a 2011-2020 support program for investments of key importance to the Polish economy.

According to DZP, “we have advised Toyota since the start of the process, from concluding an initial letter of intent with the Minister of Development to drawing up an application to the Polish Information and Foreign Investment Agency, the Ministry of Development and the Walbrzych SEZ.”

The project was handled by DZP Senior Associate Agata Kudelska.” The firm reports, “thanks to the professionalism and involvement of our partners at Toyota and DZP’s long-term experience with similar projects, the state aid applications were drawn up and filed in record time – within two months.”

Clifford Chance’s Warsaw office has advised the IK Investments fund on the preliminary agreement for the sale of the Axtone Group to the ITT Corporation. The value of the transaction was more than EUR 100 million. Willkie Farr & Gallagher LLP in Frankfurt, and Soltysinski Kawecki Szlezak (SK&S) in Warsaw advised ITT on the deal.

Clifford Chance describes the Axtone Group as “a leading supplier of impact energy absorption technology for all types of rail vehicles and springs used in industries other than the railway industry.”

The Clifford Chance team worked under the leadership of Partner Agnieszka Janicka and included Counsel Slawomir Czerwinski, Rafal Zakrzewski, Senior Associate Mateusz Stepien, and Associates Antoni Wandzilak, Mateusz Chmura, and Piotr Weclawowicz.

Editor’s Note: After this article was published, SK&S informed CEE Legal Matters that its team consisted of Partners Krzysztof Pawlisz and Piotr Andrzejak and lawyers Piotr Andrzejak, Andrzej Motyka, Bartlomiej Bialy, and Agnieszka Skowronek.

Clifford Chance has advised Arctic Paper S.A. and its subsidiaries in Poland and Sweden on the comprehensive refinancing of their indebtedness. The group’s existing indebtedness to BZWBK, Pekao SA, and mBank (the “Original Lenders”) in Poland was refinanced with the aid of a combination of credit facilities and bonds. The facilities were granted by a consortium consisting of Bank Zachodni WBK S.A., Bank BGZ BNP Paribas S.A., and the EBRD — all advised by Linklaters, as were the Original Lenders — while the bond issue was organized by Haitong Bank, which was advised by Dentons.

Arctic Paper is a European manufacturer of high-quality graphic paper with annual revenues of approximately PLN 3 billion. It is listed on the Warsaw Stock Exchange and Stockholm’s NASDAQ. 

According to Clifford Chance, “The transaction was highly complicated because the interests of several groups of stakeholders – new finance  banks, bondholders and the main shareholder – had to be reconciled.”

The Clifford Chance team (which also advised Arctic Paper in connection with hedging transactions and the complex procedure of repayment of the existing creditors) was overseen by Partner Andrzej Stosio and included, among others, Counsels Grzegorz Abram, Milosz Golab, Rafal Zakrzewski, and Slawomir Czerwinski, Senior Associates Mateusz Chrusciak, Kacper Bardan, and Jaroslaw Gajda, and Associates Pawel Zagorski, Anna Miernik, Pawel Dlugoborski, and Artur Bilski.

Linklaters advised the new lender group and the Original Lenders regarding refinancing related issues. The firm’s team consisted of Partner Jarek Miller, Counsel Adrian Horne and Associates Maciej Pietron and Marcin Nowak.

The Dentons team consisted of Partner Robert Dulewicz, Counsel Michal Smieckowskie, Senior Associate Agnieszka Kozikowska, and Associate Maria Kleszczewska.