Category: Poland

Gessel has advised Warsaw-based Comperia.pl on its preliminary agreement to take over Telepolis.pl. 

Comperia.pl is an IT company which operates Poland’s first Internet platform providing a comparison of banking and financial products. According to Gessel, the acquisition of Telepolis.pl, operator of one of the more comprehensive databases on various aspects of the telecommunications industry (in particular mobile networks), Comperia.pl will be able to expand its range of services. 

The initial agreement is projected to finalize on June 30, 2014. The Gessel lawyers involved in the project were of Counsel Tomasz Dragowski, Trainee Attorney Barbara Lagiewka, and Trainee Advocates Marta Grabiec and Karolina Krzal. 

Gessel previously advised Comperia.pl on its IPO on the Warsaw Securities Exchange, as CEE Legal Matters reported on March 14, 2014.

White & Case has advised KI Chemistry, a subsidiary of Kulczyk Investments, in connection with the acquisition of shares in CIECH.

The transaction was carried out by way of a tender offer announced on March 5, 2014 for 34,781,939 shares in CIECH, constituting 66% of the company’s share capital. As a result of the offer, on June 4, 2014 transactions were concluded for 26,952,052 shares of CIECH, entitling their holder to exercise approximately 51% of voting rights at the Annual Shareholders’ Meeting. The price offered in the tender was ultimately determined at PLN 31 per CIECH share, which means that the value of the transaction amounted to approximately PLN 835,500,000 (EUR 203 million).

White & Case’s advice in connection with the transaction included, among others, the preparation of necessary tender documentation, including transaction documentation, legal support in acquiring partial financing for the tender, and advice on the transaction’s compliance with the requirements of the Polish capital market. White & Case also provided legal services related to the procedure in which KI Chemistry obtained permits to concentrate from the appropriate antimonopoly authorities in Poland (the Office of Competition and Consumer Protection), Germany (the Federal Cartel Office), and Ukraine (the Ukrainian Antimonopoly Office).

The transaction team was led by Partner Piotr Szelenbaum, and included Warsaw Partners Daniel Kaczorowski, Maciej Zalewski and Tomasz Ostrowski, Counsel Jakub Gubanski, and Associates Aneta Urban, Jacek Polewski, and Magdalena Zmyslowska, as well as Hamburg Partner Boerries Ahrens and Associate Lars Petersen.

Dentons has advised the national grid operator Polskie Sieci Elektroenergetyczne (PSE) in proceedings conducted to grant the first certificate of independence ever issued in Poland.

The first certificate in Poland to confirm the fulfillment of the criteria of independence provided for in Art. 9d Sec. 1a of the Energy Law was issued to PSE on June 4, 2014 by the President of the Energy Regulatory Office. According to Dentons, this was the culmination of several months of work in which PSE was supported by Dentons lawyers Arkadiusz Krasnodebski, Wojciech Boguslawski, Michal Motylewski, and Zbigniew Stasiak. 

The certificate confirms PSE’s independence in terms of its legal form, organization, and decision making from other business activities unrelated to transmission. The certificate is a pre-condition for applying for the status of a transmission system operator — important for PSE as its status as a transmission system operator expires on July 1, 2014. The provisions imposing the obligation to apply for and obtain a certificate of independence were introduced to Polish law by Directive 2009/72/EC of July 13, 2009, concerning common rules for the internal market in electricity and repealing Directive 2003/54/EC. The purpose of these provisions is, among other things, to ensure the security of supply of electricity, where the independence of operators is a pivotal issue. 

Administrative proceedings to certify independence are conducted by the Energy Regulatory Office. They are initiated at the request of the owner of a transmission grid or an electricity undertaking licensed to conduct business activities involving the transmission of electricity, which fulfills the duties of an operator pursuant to an agreement signed with the transmission network owner. In the course of the proceedings the Office checks whether the applicant for the certificate of independence fulfills the statutory criteria for independence. The draft decision is subject to the European Commission’s opinion — which, in this case, was issued in April.

According to Arkadiusz Krasnodebski, Dentons Managing Partner, “the issuance of the certificate of independence by PSE is an unquestionable success and opens the way for PSE to reapply for the status of transmission system operator.” 

Dentons’ Warsaw office has advised ERG Renew on its purchase of shares in EW Orneta 2 from the Vortex Energy Group. ERG Renew is the largest Italian and a leading European producer of wind energy. 

According to Dentons, EW Orneta 2 will build a wind farm with a capacity of 42 MW in the municipality of Radziejow, in Poland. The construction project is scheduled to commence in the third quarter of 2014, with a view to coming on stream by mid-2015. The total estimated cost of implementation of the wind farm project is EUR 65 million. The transaction is scheduled to close in July 2014. 

Arkadiusz Krasnodebski, the Managing Partner of Dentons Warsaw office, commented that “this is the company’s first investment in Poland, and we feel privileged to participate in the introduction of such an important wind energy company to the Polish market.”

The share purchase was conducted by Dentons Counsel Tomasz Janas, who was supported by Associate Malgorzata Bluszcz. 

As of June 1, 2014, the Polish BWW Law & Tax firm is going to market under a new name: “Bieniak, Wielhorski, Wojnar. Attorneys and Legal Counsels Professional Partnership”. Its abbreviated name and contact details remain the same.

The firm is managed by Partners Jacek Bieniak, Michal Wielhorski, and Marek Wojnar, who are supported by over 40 attorneys, tax advisors, and administrative employees.

The firm also changed its logo, and added three new Senior Associates (Marta Lobzowska-Werner, Pawel Zysko, and Kamil Kowalik).

Lobzowska-Werner joins from the Warsaw office of an international law firm, where she participated in legal servicing of financial transactions of real estate investments, particularly including big commercial and developer projects, as well as financial transactions of several investment projects. She also possesses experience in the areas of retail lending, contract law, and labor law, gained in-house at the Polish branch of a lending institution.

Pawel Zysko possesses over seven years of experience in legal counseling to the benefit of economic entities, which he acquired in the General Directorate for National Roads and Motorways (GDDKiA), the Tebodin company, and with several well-known Polish law firms. He specializes in consultancy regarding real estate trade and investment processes, in particular advising in the scope of lease agreements, developer agreements and analysis of properties’ legal status. He also has substantial litigation experience.

Kamil Kowalik is a tax advisor with nine years of professional experience gained mainly during his work in international and Polish consulting companies and tax authorities. 

The Polish BWW Law & Tax firm has advised New Media Ventures and Paszport Korzysci in the “Paszport Korzysci” project – a new loyalty program for the clients of Cyfrowy Polsat, Polkomtel, and Plus Bank.

Members of the loyalty program will benefit from special offers, discounts on products offered by these companies, and other discounts and benefits from the program’s partners.

Paszport Korzysci is one of the largest loyalty programs in Poland. BWW Law & Tax provided advice on the structuring of the project and relevant tax aspect, and was also responsible for negotiating contracts with the partners of Paszport Korzysci and the agreements regarding IT implementations connected with the project.

Partner Marek Wojnar lead the BWW team, which included Associate Ewa Bereszko and Senior Associate Marcin Bazylczuk.

The Polish Studnicki Pleszka Cwiakalski Gorski law firm has advised Shiloh Industries on Polish law issues related to its acquisition of 100% shares in Finnveden Metal Structures.

Shiloh Industries, a leading supplier of lightweighting, noise and vibration solutions, is based in Ohio, in the United States. Finnveden Metal Structures is based on Gothenburg, Sweden. Shiloh Industries released a statement explaining that “through this acquisition, Shiloh’s capabilities are expanded with the addition of stamping and magnesium die casting, a key growth segment and technology to address the lightweighting needs of automakers. Additionally, Shiloh adds a European foothold and expands its customer base.” 

Brad Tolley, the Shiloh Vice President of Strategy and Market Development, explained that “many of our customers are looking for suppliers who can support them globally, and given our current customer base, Europe is a significant market for Shiloh. As we looked to expand into Europe, what we found with FMS was a seasoned management team with strong leadership which is critical for future growth.”

The transaction is expected to close at the end of June 2014, and was announced by SPCG as amounting to SEK 372.3 million (approximately USD 56.5 million).

SPCG worked in cooperation with Hengeler Mueller and the Swedish Vinga law firm. SPCG’s team was led by Partners Tomasz Spyra and Wawrzyniec Rajchel, and included Zofia Lesiak, Tomasz Praschil, Justyna Nowak, Katarzyna Duda, Adam Kostrzewa, and Katarzyna Bienkowska.

Studnicki Pleszka Cwiakalski Gorski advised the PTE Warta pension fund on its sale and the transfer of its management to PTE Allianz Polska.

The finalization of the transaction was contingent on the approval of the Polish Financial Supervision Commission for the transfer of management over the Fund and the approval of the Chairman of the Office of Competition and Consumer Protection for the acquisition of control over the fund.

The transaction was handled by SPCG Associate Maria Bysiewicz, working under the supervision of Partner Artur Zapala.

K&L Gates has assisted the Republic of Poland in obtaining a costs award of USD 1.2 million and a dismissal of all claims in an investment treaty dispute with U.S. investors David Minnotte and Robert Lewis.

The case — ICSID Case No. ARB(AF)/10/1 — was initiated in July 2010 under the Poland-U.S. bilateral investment treaty of March 21, 1990.

The dispute arose from a failed investment project in a company that was supposed to build and operate a human blood plasma fractionation plant. The investors alleged that the failure of the project was associated with acts and omissions of the Republic of Poland in breach of applicable international law, such as the rules on fair and equitable treatment, expropriation, and the umbrella clause. The value of the claim pursued in the arbitration was in the range of USD 35 million.

Composed of Professors Maurice Mendelson, QC, Eduardo Romero Silva, and Vaughan Lowe, QC, as President, the Arbitral Tribunal rendered its final award on May 16, 2014, dismissing all claims on the merits and ordering the claimants to bear the costs of the proceedings, including the full costs of the respondent.

The Republic of Poland was represented by Katarzyna Szostak-Tebbens of the State Treasury Solicitors’ Office and Partners Maciej Jamka and Wojciech Sadowski of K&L Gates’ Warsaw office.

Jamka stated: “This win represents a nice step forward for K&L Gates’ global investment treaty practice and another success story in our longterm relationship with the Republic of Poland.” Sadowski added that, “the cost section of the award merits attention, as responding states are seldom awarded reimbursement of costs arising from investment treaty disputes.”

Greenberg Traurig has advised the PZU Group in the tender procedure for selecting an HR management & payroll system supplier.

The firm’s representation involved drafting agreements concerning the implementation, maintenance and development of a new HR management & payroll system, as well as participating in negotiations with the bidders. During the tender procedure Greenberg Traurig also negotiated license agreements related to the IT system under implementation. According to the firm, “the purpose of the new HR management & payroll system is to harmonize the IT processes and systems earmarked for the management of human resources in the companies of the PZU Group.”

The Greenberg Traurig team was led by Warsaw Partner Michal Fereniec, supported by Associate Piotr Smolarczyk.