Category: Poland

WKB has advised the Danish company DAFA A/S on its purchase of 100% of shares in Interchemall sp. z o.o. The Oles & Rodzynkiewicz law firm advised the sellers.

According to WKB, “DAFA A/S specialises in the production of a wide range of sealing and absorbing products for construction and industry, while Interchemall sp. z o.o. is a market-leading Polish manufacturer of insulation and sealing made of foamed plastics. The acquisition of the Polish company is a part of DAFA’s growth strategy with increased focus on international expansion.”

The WKB team included Senior Partner Agnieszka Wiercinska-Kruzewska, Partner Jakub Jedrzejak, Senior Associates Magdalena Piszewska and Tomasz Kozak, and Associates Katarzyna Kozak and Matylda Budzyn.

Laszczuk & Partners has advised Teradata on Polish matters related to its global sale of its Teradata Marketing Applications (TMA) business to Marlin Equity Partners. The transaction was executed in over 40 countries since April 2016, and was concluded on July 1, 2016.

According to a Teradata press release, the sale was made “as part of its corporate transformation efforts to focus all of its attention and resources on its core data and analytics business.”

Marlin Equity Partners is a global investment firm with over USD 3 billion of capital under management. It is headquartered in Los Angeles, California with an additional office in London. 

TMA provides marketing cloud applications and services, including solutions for marketing resource management, digital marketing, omni-channel marketing, and data management. 

The Laszczuk & Partners team was led by Partner Aleksandra Faderewska-Waszkiewicz.

The Warsaw office of Greenberg Traurig has represented the US-based Amstar private equity fund and the Warsaw-based BBI Development real estate developer on the bulk sale of 72 residential units to German-fund Catella. Dentons advised Catella on the deal. According to Greenberg Traurig, “the transaction is believed to be the largest bulk sale of luxury residential units in Central European history.”

The units are located in the Zlota 44 luxury residential tower — one of the tallest residential towers in the European Union — which is located in the central business district of Warsaw and was designed by famous architect Daniel Libeskind. 

Eric Rosedale, Chair of International Real Estate at Greenberg Traurig, described the deal as a landmark transaction in the CEE residential sector and claims that, as it was completed in “the midst of the post-BREXIT Referendum market turmoil,” it indicated the strength of the project and market sector.  

Greenberg Traurig also advised Amstar on its 2014 purchase, made in combination with BBI Development, of Zlota 44 (as reported by CEE Legal Matters on August 29, 2014) and later that year on the conclusion of a general contractor agreement regarding the resumption of construction work on it (as reported by CEE Legal Matters on December 16, 2014).

The Greenberg Traurig team advising Amstar/BBI Partnership on the bulk sale of residential units was led by Partner Bartosz Clemenz. 

The Dentons team advising Catella was led by Head of Warsaw Real Estate Piotr Szafarz, supported by Counsel Piotr Staniszewski and Associate Marta Kolasinska. 

Image Source: zlota44.com

DJBW Danilowicz Jurcewicz Biedecki i Wspolnicy has advised STK Group, one of the largest private rail operators in Poland, on the sale of 100% of STK S.A. shares and 80% of Kolej Baltycka shares to OT Logistics, for a total amount PLN 33.1 million. Wroclaw-based PGNG advised OT Logistics on the deal, which still requires anti-monopoly clearance.

According to DJBW, the final sale price of the companies’ shares may be reduced “in the case of a height difference of liabilities declared by STK Group in the agreement and at the closing date and for STK S.A. achieving additional benefits specified in the contract of the sale of locomotives owned by STK SA, the sale of which is to take place before December 31, 2016.”

The transaction also includes the STK Group’s acquisition of 99,406 OT Logistics Series D shares for PLN 23.4 million.

The transaction is conditioned, among other things, on OT Logistics obtaining consent for the concentration from the Office of Competition and Consumer Protection.

DJBW’s team consisted of Partner Ludomir Biedecki and Attorney-at-law Radoslaw Matusiak.

WKB has advised the holders of the majority of shares in Organic Farma Zdrowia S.A. — including the private equity fund Avallon — on the sale of 63.42% of the share capital (representing approximately 55.65% of the total voting rights in the company) to the Italian company EcorNaturaSi. Greenberg Traurig advised EcorNaturaSi on the deal, which was finalized on July 6, 2016.  

WKB describes Organic Farma Zdrowia, which is listed on New Connect (an alternative stock exchange run by the Warsaw Stock Exchange), as “the first and largest network of self-service stores selling organic food and beverages in Poland (the chain encompasses 37 stores and an on-line shop, selling products to over 1 million customers a year). The company owns shares in Green Way S.A. [and] Bio Planet and is the owner of Eko-Wital.”   

The buyer, EcorNaturaSi, is one of the largest European distributors of organic, biodynamic, and natural products. It was established in 2009 through a merger of Ecor and NaturaSi — the first wholesale distributor of organic products in Italy and a leading Italian chain of supermarkets specializing in the retail distribution of organic products, respectively.   

WKB assisted Avallon and the remaining sellers with “full legal coverage in all stages of the transaction,” and advised the managers and shareholders remaining with the company with regard to negotiating the shareholders’ agreement with EcorNaturaSi.  The firm’s team included Partners Jakub Kedrzejak and Pawel Hincz, Senior Associate Tomasz Kozak, and Associate Katarzyna Kozak.  

The Greenberg Traurig team was led by Local Partner Daniel Kaczorowski, supported by Senior Associate Karolina Kubik and Associates Anna Chrabota and Tomasz Denko. 

Gessel has represented the owners of the FitFabric chain of fitness clubs on the sale of its six clubs to the Fabryka Formy S.A. subsidiary of Benefit Systems S.A. RKKW – Kwasnicki, Wrobel & Partners advised the buyers on the deal.

According to Gessel, pursuant to the parties’ June 30, 2016 investment agreement, “within the first stage of the investment FitFabric will be transformed into a limited liability partnership, and then the company Fabryka Formy S.A. will purchase 30% shares in the share capital of FitFabric for PLN 3.6 million.” In the second stage, which will begin in 2020, Fabryka Formy will be entitled to purchase the rest of FitFabric’s share capital a final price to be determined based on the company’s financial results. 

The Gessel team was led by Partner Maciej Kozuchowski, supported by trainee Bartholomew Wozniak.

The RKKW team advising Benefit Systems in the transaction was led by Marcin Jasinski, supported primarily by Natalia Tracichleb.

Norton Rose Fulbright has advised ING Bank, a branch of ING-DIBA AG, on a loan facility made available to Hines Poland Sustainable Income Fund for the acquisition of a logistics portfolio in Poland from NBGI Private Equity. Clifford Chance advised Hines on both the financing and the acquisition, while Dentons advised NGBI on the sale.

The portfolio acquired by Hines consisting of 5 warehousing centers covering a total of 126,289 square meters, in the Polish cities of Torun, Myslowice, Legnica, Garwolin, and Grodzisk Mazowiecki. The exclusive tenants of the facilities are Cereal Partners Worldwide, Intermarche, Faurecia Automotive, Avon, and Gefco, respectively. 

Hines is a leading US real estate firm involved in real estate investment, development and property management worldwide. The portfolio it acquired from NGBI is managed on behalf of Hines Poland Sustainable Income Fund by Hines Polska.

The Norton Rose Fulbright team in Warsaw was led by Partner Grzegorz Dyczkowski, assisted by Of Counsel Adam Kozlowski, Senior Associate Tomasz Rogalski, and Associates Maksymilian Jarzabek and Konrad Leszko, as well as Adrian Wieslaw and Michal Banasiak.

The Clifford Chance team advising Hines both on the financing it received from ING Bank and on the acquisition of the logistics portfolio was led by Partner Daniel Kopania and consisted of Counsel Marcin Krysa, Senior Associate Aleksandra Jach, and Associate Tomasz Walerowicz.

The Dentons team advising NGBI was supervised by Partner Pawel Debowski, supported by Senior Associate Maciej Jodkowski and Associate Lukasz Morgas.

Dentons has strengthened its Banking and Finance practice in Warsaw with the arrival of Counsel Jaroslaw Beldowski, who moves from a Partner’s position at SMM Business Lawyers.

Previously, Beldowski was a Senior Advisor, Financial, Regulatory Affairs at CEC Governmental Relations, and for almost two years he served as Vice President and First Deputy of the President of the Management Board at Bank Gospodarstwa Krajowego, where he managed a team of over 400 people. He has also served as an Adviser to the Minister in the Ministry of Justice, where he managed the Strategy and Deregulation Department, responsible for the first tranche of professional services deregulation, and he was also Adviser to the Chairman of the Polish Financial Supervision Authority. In 2007-2010 he was the President of the Board at FOR (Civil Development Forum Foundation). Before that, at the Polish Central Bank, he was the Director of the Regional Branch at Gdansk and served as Head of the International Department where, among others, he managed a team responsible for cooperation with international financial institutions, e.g. the World Bank, European Bank for Reconstruction and Development, and the International Monetary Fund.

Beldowski graduated from the Law and Administration Faculty of the University of Silesia as well as the Catholic University of Leuven, Belgium, where he obtained an LL.M. in European law. 

“Providing our clients with access to the best specialists is what makes Dentons stand out from the competition, at both the regional and global level,” said Arkadiusz Krasnodebski, Dentons Poland Managing Partner. “We are pleased that such a renowned and experienced expert is joining our Banking and Finance team.”

“Jaroslaw Beldowski is another very experienced specialist to join the team in recent months,” said Mateusz Toczyski, Dentons Partner and Head of the firm’s Banking and Finance practice in Poland and Europe. “This is proof positive of our strong position in this field of law, which is growing rapidly and requires specialist and broader expertise.”

Poland’s Spaczynski, Szczepaniak i Wspolnicy law firm has advised Dirlango Trading & Investments Limited on private equity fund Innova Capital’s investment into Dirlango portfolio companies Netsprint S.A. and LeadR Sp. z o.o. consisting of the acquisition and subscription for a total of 48% of their shares. Weil, Gotshal & Manges advised Innova Capital on the deal.

According to SSW, “Netsprint is a leader of technology marketing playing a major role in the development of the Polish advertising ecosystem in such areas as contextual advertising, content marketing, audience targeting, personalization, [and] e-commerce. The company was ranked in the 7th place among fastest growing technology companies in Central Europe. Meanwhile, LeadR is an interactive agency specialising in the implementation of direct marketing campaigns. As a result of the transaction Netsprint will merge with LeadR.”

SSW’s team supporting Dirlango and minority shareholders in the joint-venture process with Innova Capital was led by Partner Pawel Chyb, supported by Associate Katarzyny Solarz. 

The Weil team consisted of Lead Associate Jacek Balicki, Counsel Monika Kierepa, and Associates Filip Uzieblo and Marcin Plonka. 

Hogan Lovells has advised Warburg-HIH Invest Real Estate on its acquisition of the Aleja Pokoju 5 office building from the Buma Group. Greenberg Traurig advised the Buma Group on the transaction.

The nine-story building, completed in 2015, offers 13,000 square meters of lettable space, as well as 166 spaces in its underground car park and 27 spaces in its regular car park. It is located in the Krakow city center. 

Warburg-HIH Investment Real Estate was represented by a Hogan Lovells team Supervised by Partner Jolanta Nowakowska-Zimoch and led by Counsel Justyna Szwech, with “great assistance” from Paralegal Pawel Gnas. Hogan Lovells has also recently represented Warburg-HIH on its acquisition of the Prime Corporate Center in Warsaw from Golub GetHouse (as reported by CEE Legal Matters on June 29, 2016), and on its acquisition of the Dubois 41 office building in Wroclaw, Poland, from Nacarat (as reported by CEE Legal Matters on November 30, 2015)

The Greenberg Traurig team advising the Buma Group on the project included Partner Agnieszka Stankiewicz and Senior Associate Malgorzata Kercz.

Image Source: alejapokoju5.com