Category: Deals and projects

We are pleased to announce that we advised Asker Healthcare Group AB, a European group supplying medical products and solutions, on the acquisition of 100% of the shares in Labo Clinic sp. z o.o., a distributor of specialist medical equipment and consumables and a provider of services to public hospitals and clinics in Poland.

The transaction is Asker Healthcare Group’s first acquisition in Poland.

Labo Clinic is a Polish distributor holding a leading position on the neurosurgical microscope market, offering specialist solutions for operating theatres and support for hospital pharmacy procurement processes.

Asker Healthcare Group supports healthcare providers and patients throughout Europe by supplying them with medical products and solutions. The group builds and acquires leading companies which together help the healthcare system improve patient treatment outcomes, reduce the total cost of care and ensure a fair and sustainable value chain. The group employs more than 5,000 people in 19 countries.

The Rymarz Zdort Maruta core transaction team comprised Paweł Rymarz (managing partner), Aleksander Jakubisiak (senior associate) and Gabriela Kingston (associate).

Other team members engaged in the transaction included Małgorzata Banaszkiewicz (counsel), Engjell Sokoli (associate), Magdalena Kos (associate) and Kacper Królikowski (associate).

We extend our sincere thanks to Asker Healthcare Group, and in particular to Michl Maier and Konrad Buza, for their trust and fruitful cooperation.

We are pleased to announce that we advised Pepco Group N.V. on a buyback of its own shares carried out by way of a time-limited invitation to submit share sale offers at a price of PLN 47.52 per share. The company acquired 36.5 million of its own shares for PLN 1.73 billion, with the average reduction rate of the offers submitted by shareholders standing at 91.76%. This was the largest buyback of own shares in the history of the Warsaw Stock Exchange.

Following the completion of the transaction, the stake held by IBEX Retail Investments Limited, the majority shareholder of Pepco Group, in the total number of the company’s shares, excluding treasury shares, amounted to 66.1%, and its stake in the total number of issued shares amounted to 58.3%.

The shares acquired by Pepco Group are, as a rule, to be cancelled and the company’s share capital will be reduced accordingly. An exception may be made for shares that will in the future be used to settle awards granted under share-based incentive schemes for the company’s employees and management.

“We are very satisfied that we were able to support Pepco Group in the largest share buyback in the history of the Warsaw Stock Exchange. This is another project that confirms our capabilities in advising on the most complex and significant transactions on the Polish capital market. We would like to thank Pepco Group for their trust and congratulate everyone involved in this success”, says Filip Leśniak, partner co-heading the equity capital markets practice.

Pepco Group operates a network of discount variety stores comprising 4,359 stores in 18 European countries, serving more than 41 million customers a month in attractive discount markets, including in Central and Eastern Europe, Spain and Italy.

The transaction team comprised Paweł Zdort and Filip Leśniak (partners co-heading the capital markets practice), Maciej Kowalski (senior associate) and Michał Burgieł (associate).

We are pleased to announce that our firm is representing one of Poland’s leading banks in proceedings in which the Supreme Administrative Court has referred a question for a preliminary ruling to the Court of Justice of the European Union concerning the compatibility of the Polish rules on tax on certain financial institutions (the “banking tax” with the EU principle of the free movement of capital (Articles 63 and 65 of the Treaty on the Functioning of the EU).

The dispute concerns the rules for determining the banking tax base. Under the applicable rules, banks may reduce such base by the value of treasury bonds, but only those issued by the Polish State Treasury, and not by other European Union member states.

Our client has challenged that distinction, arguing that it discriminates against investment in bonds of other EU member states. The CJEU will determine whether such solution unjustifiably restricts the free movement of capital between member states.

“The court’s ruling may have an impact not only on this case but on the banking and insurance sector as a whole. The ruling will determine whether banks may be treated differently for tax purposes, depending on whose debt they invest in, and whether such structure can be reconciled with the free movement of capital in the EU,” says Leszek Tokarski, a partner heading the tax practice at Rymarz Zdort Maruta.

The client is represented by Leszek Tokarski (partner) and Artur Ciechomski (senior associate).

We are pleased to announce that, acting as the sole legal advisor, we advised VIGO Photonics S.A. (the “Company”) on an accelerated book-building (ABB) transaction involving the issuance by the Company of 131,219 new series G ordinary bearer shares and the sale of the entire block of ordinary bearer shares in the Company held by the Company’s significant shareholder, Warsaw Equity ASI S.A. The share price was set at PLN 480 and the Company will raise approximately PLN 63 million gross from the issuance of the new shares. The total value of the public offering, which also comprised the shares sold by Warsaw Equity Group, amounted to approximately PLN 122.9 million.

We congratulate VIGO Photonics and Warsaw Equity Group on the successful completion of the transaction. We would also like to thank the teams at Trigon, which acted as Global Coordinator and Bookrunner, and at cc group, which acted as the Investor Relations Advisor and Equity Advisor, for their cooperation.

VIGO Photonics is a technology and manufacturing company specialising in semiconductor materials and components for photonic and microelectronic applications. The Company is a global leader in the market for mid-infrared photonic detectors and has manufacturing facilities in Poland and the United States.

The Rymarz Zdort Maruta transaction team comprised: Aleksander Jakubisiak (senior associate), Hanna Szczepańska-Rowicka (associate) and Jacek Zawadzki (partner).

We are pleased to announce that we advised Kinterra Capital, a Canadian private equity fund, on the acquisition of the Polish assets of Ascend Elements and the related bridge financing (DIP financing).

In 2025, Ascend Elements, a US company specialising in the development and production of active materials for batteries made from recycled feedstock, announced a giga-investment in Poland worth PLN 6.7 billion. The company planned to build a plant in Opole producing precursor cathode active material (pCAM), which is used in the battery industry. However, the future of the investment was thrown into doubt in April 2026, when Ascend Elements filed for Chapter 11 restructuring proceedings before a court in Texas in order to seek protection from creditors.

As a result of the transaction conducted as part of the Chapter 11 restructuring proceedings, Kinterra Capital acquired the Polish subsidiary of the Ascend Elements group for USD 100 million.

The fund is currently seeking a strategic partner to help implement the planned investment in the construction of the pCAM plant in Opole.

Kinterra Capital is a Canadian private equity fund focused on investments in the critical minerals sector and related infrastructure. To date, it has invested in Canada, the United States and Australia.

The Rymarz Zdort Maruta team was led by Magdalena Pyzik-Waląg (managing partner) and Dr Paweł Mazur (counsel). The team also included: Iwona Her (partner), Marek Kanczew (partner), Łukasz Lech (partner), Dr Jakub Rachwol (partner), Jakub Kowal (counsel), Tomasz Bąkowski (senior associate), Filip Książczak (associate), Justyna Niezgoda (associate), Przemysław Nycz (associate), Augustyna Porzucek (associate), Engjell Sokoli (associate) and Bartosz Ulczycki (associate).

We are pleased to announce that we advised ROBYG S.A. and its majority shareholder, TAG Immobilien AG, in connection with the initial public offering (IPO) of the Company’s shares addressed to retail and institutional investors in Poland, to selected qualified institutional buyers in the United States of America in reliance on Rule 144A under the U.S. Securities Act, and to selected foreign institutional investors outside the United States of America in reliance on Regulation S under the U.S. Securities Act, as well as in connection with the admission and introduction of the shares in ROBYG S.A. to trading on the regulated market operated by the Warsaw Stock Exchange (Giełda Papierów Wartościowych w Warszawie S.A.).

The value of the public offering carried out as part of the listing amounted to approximately PLN 1.178 billion (EUR 274 million). The offering comprised 25 million existing shares held by TAG Beteiligungs- und Immobilienverwaltungs GmbH, a wholly-owned subsidiary of TAG Immobilien AG, and approximately 9.6 million newly issued shares in ROBYG S.A.

ROBYG is a leading residential developer in Poland. The Company has been operating on the Polish market for 26 years and carries out projects in the country’s largest urban agglomerations, including Warsaw, the Tri-City, Wrocław, Poznań, Łódź and Kraków. The Company was listed on the Warsaw Stock Exchange from 2010 to 2018.

TAG Immobilien AG is a real estate company listed on the Frankfurt Stock Exchange, included in the MDAX index, which comprises the largest German mid-cap companies, and is one of the largest private residential companies in Germany.

The work of the firm’s team was led by Paweł Zdort (managing partner) and Filip Leśniak (partner). The team consisted of: Maciej Kowalski (senior associate), Hanna Szczepańska-Rowicka (associate), Bartłomiej Skwarliński (associate) and Michał Burgieł (associate). We would also like to sincerely thank Freshfields LLP, in particular Doug Smith (partner) and Mitchell Howell (associate), for their cooperation.

We are pleased to announce that we advised Stonepeak and Energy Equation Partners on the acquisition of Anwim S.A. – the owner of the MOYA chain of petrol stations, the third-largest and fastest-growing petrol station chain in Poland.

The transaction forms part of a broader strategy to build a leading independent multi-energy platform in Europe. Stonepeak and EEP intend to leverage the operational experience gained from managing the JET chain in Germany and Austria – acquired in December 2025 – to strengthen the position of the MOYA brand and accelerate its development in the areas of e-mobility and the energy transition. For Anwim itself, the transaction marks the beginning of a new chapter: the company, which has undergone a profound business transformation in recent years, is gaining partners with a deep understanding of the fuel sector.

The transaction is expected to be finalised in the second half of 2026, subject to the satisfaction of customary closing conditions, including the receipt of regulatory approvals.

Energy Equation Partners is a specialist investment firm operating in the energy sector, focusing on companies with an established market position that have the potential to play a significant role in the energy transition.

Stonepeak is a leading alternative investment firm specialising in infrastructure and real assets, with approximately USD 88 billion of assets under management. The firm invests in resilient, capital-intensive businesses across the globe, with a focus on downside protection and strong risk-adjusted returns.

Anwim S.A. is the largest independent Polish company in the fuel sector, present on the market for over 30 years. It is engaged in the import and the wholesale and retail distribution of liquid fuels, handling a volume of approximately 3 billion litres per year. Anwim is the owner and operator of the MOYA chain – the third-largest and fastest-growing fuel station chain in Poland, with more than 540 locations.

“We would like to sincerely thank our clients for their trust and cooperation, as well as the advisors who worked alongside us on the transaction – Akin Gump Strauss Hauer & Feld LLP. We would also like to congratulate Anwim’s previous owners on such a significant transaction and wish the new investors every success in delivering their ambitious plans for the development of the MOYA chain,” says Aleksandra Dobrzyńska-Grezel, partner in the Corporate/M&A practice at Rymarz Zdort Maruta.

The transaction was supervised by Aleksandra Dobrzyńska-Grezel (partner). The transaction team comprised: Diana Sofu (counsel), Przemysław Kopka (senior associate), Anna Olszewska (associate) and Rafał Ćwikliński (associate). A dedicated team provided due diligence support. Tax support was provided by Piotr Zawacki (partner).

We are pleased to announce that we advised Wirtualna Polska Holding and its Founders – Jacek Świderski, Michał Brański and Krzysztof Sierota, together with their subsidiaries – on a voluntary tender offer to subscribe for the sale of 100% of the shares in Warsaw Stock Exchange listed Wirtualna Polska Holding. As a result of the settlement of the tender offer, Wirtualna Polska Holding acquired approximately 3.8 million treasury shares representing approximately 12.86% of the company’s share capital and carrying the right to exercise approximately 3.8 million votes at the general meeting, which corresponds to approximately 9.32% of the total number of votes in the company, at a price of PLN 59.00 per share, i.e. for a total amount of approximately PLN 225 million.

This is the first voluntary tender offer announced for the shares in a company the shareholders of which are subject to the transitional provisions of the act of 7 April 2022 amending the Act on Public Offerings, under which an increase of the share of the total number of votes above the level held as at 30 May 2022 by shareholders holding, as at that date, more than 50% but no more than 66% of the total number of votes triggers an obligation to announce a subsequent mandatory tender offer. In particular, conducting the tender offer enabled the Company to acquire treasury shares at the scale intended.

The transaction team included Jacek Zawadzki (partner), Aleksander Jakubisiak (senior associate) and Magdalena Kos (associate).

We are pleased to announce that we advised Pepco Group N.V., the owner of a European discount variety retail chain, on the sale of the Dealz Poland sp. z o.o. store chain.

Completion of the transaction is subject to antitrust clearance.

The decision to dispose of Dealz Poland forms part of Pepco Group’s strategy to simplify its portfolio and focus on developing the Pepco brand – the segment that generates the majority of the Group’s profits.

Dealz Poland is a value retailer operating 343 stores across Poland, offering a broad range of international branded FMCG and general merchandise products in store formats of 300 to 500 square metres.

Pepco Group operates a discount variety retail chain comprising 4,359 stores across 18 European countries, serving more than 41 million shoppers per month in attractive markets for discounted products, including Central and Eastern Europe, Spain and Italy.

The transaction team comprised: Paweł Zdort (managing partner), Małgorzata Deruś (counsel), Filip Golędzinowski (associate), Magdalena Mentrak (associate) and Przemysław Nycz (associate). Jakub Rachwol (partner) and Przemysław Piasecki (senior associate) advised on the negotiation of the financing documentation provided by Pepco Group to Dealz Poland.

We are pleased to announce that we advised Bidfood on the negotiation of a sale agreement and the acquisition a 26,000 sqm plot of real estate in Łódź, as well as on the conclusion of an investment management agreement between Bidfood and Panattoni.

The investment will be developed in a build-to-own (BTO) formula and will become a central distribution warehouse for Bidfood. The facility will be designed for the distribution of food products and will be equipped with refrigerated and frozen storage zones. The project also envisages solutions aimed at increasing energy efficiency, such as a photovoltaic installation and heat recovery systems. The plot is located in the Widzew district of Łódź, directly adjacent to the A1 motorway junction.

Our team was led by Piotr Fedorowicz (partner), and included: Leszek Tokarski (partner), Krzysztof Rembierz (partner) and Tomasz Bąkowski (senior associate).

Bidfood is a nationwide Polish distributor of food and services for the HoReCa sector, serving over 17,000 catering and hotel establishments.

Panattoni is one of the largest private industrial real estate developers in the world and a leader on the European market. The company has 70 offices in North America, India and Europe.