Category: Poland

White & Case has advised Bank Zachodni WBK S.A., a member of Santander Group and one of the largest financial institutions in Poland, on indirect financing to guarantee the potential acquisition by the fund FCapital Dutch B.V. of up to 34.29 percent of the shares in AmRest Holdings SE. Soltysinski Kawecki & Szlezak advised FCapital Dutch on Polish matters.

FCapital submitted the offer to acquire up to 7,274,379 shares at PLN 215 per share, valuing the transaction at up to PLN 1.56 billion (approximately EUR 356 million).

FCapital is the largest shareholder in AmRest, directly holding 31.71 percent of the total number of shares and votes at meetings of the company’s shareholders. As a result of the transaction, FCapital intends to hold, through its Luxembourg-registered subsidiary Cullinan S.A R.L, 66 percent of the total number of AmRest shares, entitling it to exercise 66 percent of votes at shareholders’ meetings.

AmRest is the largest company operating restaurant networks in Central & Eastern Europe, with a portfolio of brands including KFC, Pizza Hut, Burger King and Starbucks. 

The White & Case team in Warsaw advising on the transaction was led by Partner Tomasz Ostrowski with support from Associates Ilona Fedurek and Michal Oles.

The SK&S team was led by Partner Marcin Olechowski and included Partner Krzysztof Kanton, Of Counsel Justyna Mlodzianowska, Senior Counsels Witold Kurek and Jaroslaw Lukawski, and Senior Associate Katarzyna Oledzka, as well as Andrzej Motyka, Jan Pierzgalski, Anna Bartosiewicz, and Karolina Zajac. 

FCapital Dutch also received advice from Uria Menendez in Spain, Arendt & Medernach in Luxembourg, and Nauta Dutilh in the Nethedlands.

Noerr has advised the Danish financial investor Axcel, acting via the Axcel IV fund, on its acquisitions of SFK LEBLANC, Carometec, Attec, ITEC — all high tech European suppliers to the meat-processing industry.

The companies acquired operate across Europe and are owner-managed, except for SKF LEBLANC, which was owned by the Maj Invest and Nimbus investment companies. Total turnover at all four companies is around EUR 150 million.

The Danish buyers were advised by the Danish Gorrissen Federspiel law firm in Denmark, and the cross-border Noerr team advised Axcel on German, Polish, and Russian aspects of the transactions. In Germany, Noerr advised both on the acquisition of ITEC and on the German legal aspects of the acquisition financing; in Poland, Noerr acted as local counsel in the Attec and Carometec transactions; and in Russia, Noerr advised on the antitrust law aspects of acquiring SFK LEBLANC.

The firm’s team was led by led by Berlin-based Partner Tibor Fedke and London-based Associate Robert Korndorfer, and included London-based Partner Thomas Schulz, Frankfurt-based Partner Tom Beckerhoff, Berlin-based Partners Michael Bergmann, Tobias Bosch, and Stefan Schwab, Munich-based Partner Mansur Pour Rafsendjani, and Dusseldorf-based Partner David Zafra Carollo, Munich-based Associate Michael Brandl and Manuela Kirchner, Berlin-based Associates Florian Felix Marquardt, Clemens Schonemann, Sascha Pres, and Felix Jannasch. The Noerr Warsaw team was led by Senior Associate Krzysztof Banaszek, and the Noerr Moscow team was led by Associate Partner Hannes Lubitzsch, supported by Associate Artem Kara.

White & Case has advised UniCredit on the sale of approximately 26.2 million ordinary shares in Bank Pekao, the second largest Polish bank, to institutional investors. Weil Gotshal & Manges advised joint bookrunners Morgan Stanley, Citigroup, UBS, UniCredit Bank AG Milan Branch, and Dom Maklerski Banku Handlowego S.A.

The shares correspond to approximately 10 percent of the share capital in Bank Pekao and the sale was carried out through an accelerated bookbuild offering to institutional investors for an aggregate value of approximately EUR 750 million. 

The White & Case team consisted of Partners Michael Immordino, Ferigo Foscari, and Marcin Studniarek, Local Partner Rafal Kaminski, Counsel Bartosz Smardzewski, and Associates Piero de Mattia and Alessandro Picchi.

The Weil team consisted of Warsaw-based Partners Anna Frankowska and Rafal Zwierz and Associate Anna Blonska, and London-based Partner Peter King and Associate Tomasz Rodzoch.

Image Source: unicreditgroup.eu

Chajec, Don-Siemion & Zyto (CDZ) has advised real estate investor and developer Capital Park Group on setting up a joint venture with the Akron Group, an Austrian capital group that invests in office, logistics and retail properties, in order to modernize the ETC shopping center in the town of Swarzedz, Poland.

According to CDZ, the firm “carried out a due diligence investigation of the real estate and the joint venture company, developed the transaction structure in cooperation with tax advisors, and prepared and negotiated the joint venture agreement, organizational documents, and the financing structure within the capital group.” CDZ lawyers also advised the joint venture company on securing bank financing for the modernization of the ETC shopping center.

CDZ Partner Szymon Skiendzielewski supervised the set-up of the joint venture with Senior Associate Aleksandra Szyszko-Kaminska responsible for drafting all documentation and ensuring the transaction’s execution. The drafting of loan and securities documentation was also led by Skiendzielewski, supported by advocate Daniel Kozlowski.

Last year CDZ advised the Capital Park Group on the set-up of a similar joint venture with Akron to redevelop the ETC shopping center in Gdansk (since renamed Galeria Zaspa).

CDZ explained that it was not allowed to identify counsel for Akron on the deal.

Image Source: akron-group.com

Gessel has advised Zortrax, a 3D printing company, on an investment agreement it entered into with the company Ultro, belonging to Polish entrepreneur Dariusz Milka. Under the agreement, Ultro is ultimately entitled to acquire a total of 1.2 million shares of Zortrax, which represents a 15% stake in the company. Oles & Rodzynkiewicz advised Ultro on the transaction.

The Gessel team consisted of Partners Leszek Koziorowski and Krzysztof Marczuk and trainee lawyer Przemyslaw Krzemieniecki.

Oles & Rodzynkiewicz did not reply to our inquiry on the matter.

Wolf Theiss Warsaw has advised Consolidated Precision Products Corp. on its successful acquisition of two casting facilities located in Rzeszow, Poland from a business unit of Pratt & Whitney Canada, a subsidiary of United Technologies Corporation. K&L Gates advised UTC on the transaction, which closed for an undisclosed amount on June 30, 2016.

The acquired casting facilities specialize in aerospace engine components, with enhanced technology for superior manufacturing and cost-efficient processes.  

Consolidated Precision Products Corp., headquartered in Cleveland, Ohio, is a manufacturer of highly-engineered castings and sub-assemblies primarily for the commercial aerospace and defense markets. It is one of the world’s largest investment and precision sand casting companies, producing complex super alloy, aluminum, magnesium and steel castings for a variety of commercial and military aircraft, weapon systems, regional/business jets, helicopters, and industrial gas turbines.  

“We were especially pleased to have the opportunity to assist Consolidated Precision Products with all aspects of their first acquisition in the Polish market,” noted Ron Given, Co-Managing Partner of Wolf Theiss Warsaw. “It’s good to see the continuing interest of such world-class companies in all that Poland has to offer.”  

The Wolf Theiss team was led by Counsel Loredana Allegranza, supported by Senior Associates Agnieszka Nowak-Blaszczak, Anna Dobosz, and Anna Sekowska, and Associates Joanna Wajdzik and Anna Nowodworska.  

The K&L Gates team was co-led by Partner Wladek Rzycki and Counsel Lech Najbauer and included Partner Halina Wieckowska and Senior Associate Piotr Kunicki.

Lawyers from Noerr’s Warsaw office have joined with colleagues in the firm’s Berlin and Frankfurt offices in advising SAF-Holland S.A. on its takeover bid for the listed Swedish Haldex Group. The cash bid values the company at around EUR 442 million. The Vinge firm advised SAF-Holland on Swedish law.

Haldex AB is a provider of brake systems and air suspension modules for commercial vehicles. According to Noerr, “the proposed acquisition gives the SAF-Holland Group the opportunity to establish an integrated group for commercial vehicle chassis components.” 

In late 2015, Noerr advised SAF-Holland on taking out a Promisory Notes Loan for EUR 200 million and has assisted the company in other capital market transactions in the past. The firm’s team on the takeover bid financing was led by Frankfurt Partners Holger Alfes and Stephan Schulz. Other Noerr members on the team included, from Frankfurt, Partners Nikolai Warneke and Torsten Wehrhahn and Associates Christian Schutzler, Fabian Hohl, Dominik Kloka, and Christian Hinzmann, from Berlin, Partners Kathrin Westermann and Peter Stauber and Associate Franziska Wagner and Pascal Schumacher, and from Warsaw, lawyers Arkadiusz Ruminski, Marta Smolarz, Klaudyna Lichnowska, and Marta Borowska.

The Vinge team consisted of Erik Sjoman, Anders Strid, and Jo-Anna Nordstrom.

WKB has advised MB Aerospace group on its purchase of 100% of the shares in Vac Aero Kalisz Sp. z o.o. from the Canadian parent company Vac Aero International Inc. The preliminary share purchase agreement was governed by Canadian law, and Davies Ward Phillips & Vineberg was the lead counsel to MB Aerospace with respect to that agreement and to other aspects of the transaction governed by Canadian law.

Vac Aero Kalisz specializes in providing heat treatment or surface treatment (including plasma coating, inorganic paint coating and brazing), machining and grinding of finished or partly finished metal components for industrial use.

MB Aerospace is an international group that specialises in providing complex engineering solutions to key players in the aerospace and defense markets. 

WKB advised the MB Aerospace group on all Polish law-related aspects of the purchase, including legal due diligence and drafting and negotiating transaction documents, as well as assisting in closing. The firm’s team consisted of Partners Ben Davey and Jakub Jedrzejak and Senior Associates Adrian Michalak and Tomasz Kozak.

SPCG has successfully represented Socrates Investment S.A. before Poland’s Supreme Court in a dispute worth approximately PLN 9 million regarding “the payment of interest by a joint-stock company for a delay in dividend payments due to a declaration of annulment of the shareholders’ resolution during the AGM.”

According to SPCG, “in its judgment of April 26th 2016, the Supreme Court fully endorsed the position of SPCG that a final judgment annulling the resolution of the shareholders’ general meeting regarding the dividend date, which has an ex tunc effect, restores the legal status of the period before the adoption of the flawed resolution and therefore a full restitution of the right to dividend of the shareholders, who were unlawfully eliminated from the group entitled to the dividend on the basis of the flawed resolution. This means that in relation to such shareholders the claim for payment of the dividend has been established on the day provided in the resolution regarding the payment of the dividend and therefore they are entitled to interest for [the] delay calculated from the same date.”

SPCG also reports that the Supreme Court agreed with SPCG’s assertion that “the claim for interest does not negate and does not limit the security granted by the court in the form of a ban on execution of flawed resolution for the duration of the court proceedings.”

The SPCG team consisted of Partners Agnieszka Soja and Piotr Kaminski.

DJBW Danilowicz Jurcewicz Biedecki i Wspolnicy has advised PGNiG Termika S.A. on the preliminary agreement to purchase 100% of Energy Company Jastrzebie S.A. (ECJ) shares from Jastrzebska Spolka Weglowa S.A. (JSW) for PLN 371.8 million.

On July 4, 2016, JSW and PGNiG Termika concluded a preliminary agreement for the sale of the ECJ shares, which were priced at just under PLN 372 million, including the amount received by ECJ in relation to the sale of PEC Jastrzebie S.A. on April 28, 2016. PGNiG Termika will make an advance payment of just under PLN 279 million, with the balance paid upon the signing of the final sale agreement, the conclusion of which is planned for the beginning of August 2016.

Signing the agreement is conditional on the fulfilment of certain requirements, including JSW obtaining corporate approvals and amendments in ECJ’s Bond Issue Programme. In June, PGNiG Termika obtained the approval of the Polish Office of Competition and Consumer Protection for the takeover of the ECJ.

The JSW Group is the largest producer of high quality hard (type 35) coking coal and a major producer of coke in the European Union. In 2015, 16.4 million tonnes of coal were extracted from its mines. The company has been listed on the Warsaw Stock Exchange since 2011. ECJ produces heat and electricity from five combined heat and power plants in Poland. Its main customers are JSW’s mines and PEC Jastrzebie.

DJBW’s team consisted of Partner Ludomir Biedecki and attorneys Radoslaw Matusiak and Rafal Kozlowski.

The White & Case team advising on the transaction included Partner Marcin Studniarek, Local Partner Aneta Hajska, and Associates Jacek Polewski, Anna Pawelec, and Michal Jadwisiak.