Category: Deals and projects

We are pleased to announce that we have advised eWejściówki.pl sp. z o.o. regarding a multi-faceted transaction involving the acquisition by eWejściówki.pl sp. z o.o.  of all the shares in BPM Media sp. z o.o. from existing shareholders. At the same time, as part of the transaction, eWejściówki.pl sp. z o.o. attracted Estonian investor AS Piletilevi Group, which acquired a majority interest in eWejściówki.pl.

eWejściówki.pl sp. z o.o., which after the transaction will take the name kicket.com sp. z o.o. and will continue to develop its activities in the areas of distribution and sales of tickets for events, becoming one of the largest companies in this industry in Poland.

AS Piletilevi Group is owned by private equity fund BaltCap and investment company EastCom Capital, which is owned by entrepreneur Sven Nuutmann. The company is a ticket sales company with operations in countries such as Estonia, Latvia, Lithuania, Romania, the Czech Republic, Slovakia and Poland.

The transaction team consisted of Paweł Zdort (managing partner), Aleksandra Kabać (counsel), Patrycja Gliwka (associate) and Tymoteusz Matusiak (associate). The transaction team was supported in the tax area by Piotr Zawacki (counsel), and Michał Matysiak (senior associate) advised on intellectual property law issues. On the labour law aspects, support was provided by Marek Kanczew (partner).

We are pleased to announce that we advised MEKO AB (“MEKO”) on the acquisition of 100% of the shares in Elit Polska sp. z o.o. (“Elit Polska”) from Rhiag – Inter Auto Parts Italia S.r.l., a member of the LKQ Corporation group. The transaction is expected to be finalised in the second half of 2024 and is subject to obtaining clearance from the President of the Office of Competition and Consumer Protection.

As a result of the transaction, MEKO will develop its presence in Poland and become the third largest player on the Polish automotive parts distribution market. The acquisition of control over Elit Polska will contribute to a long-term increase in MEKO’s value through synergies.

MEKO AB is Northern Europe’s leading distributor of automotive spare parts, operating in eight markets having brands such as FTZ, Inter-Team, Koivunen, MECA, Mekonomen and Sørensen og Balchen.

Elit Polska is a leading distributor of automotive parts, maintenance supplies and workshop equipment on the Polish market. The company has two warehouses and 49 branches throughout the country.

The transaction team comprised: Paweł Zdort (managing partner), Aleksander Jakubisiak (associate) and Szymon Rutecki (associate).

The team advising on obtaining clearance from the President of the Office of Competition and Consumer Protection comprised: Iwona Her (partner), Tomasz Kordala (senior associate) and Justyna Niezgoda (associate).

The team involved in the due diligence process comprised: Marek Kanczew (partner), Marcin Serafin (partner), Tomasz Bąkowski (senior associate), Klaudia Cholewa (senior associate), Aleksandra Modzelewska (senior associate), Adrian Więsław (senior associate), Maksymilian Kaszubowski (associate), Ewa Dużyńska (associate), Piotr Króliński (associate), Justyna Niezgoda (associate), Alicja Szymańska (associate), Paweł Wieczorek (associate), Natan Fischer (associate) and Natalia Andrzejczak (associate).

We are pleased to announce that we advised Bridgepoint on the sale of 100% of the shares in the Smyk Group to Michał Grom, Maciej Zużałek and the AMC fund, which is managed by Accession Capital Partners (ACP). The aim of the transaction is to implement measures to strengthen SMYK’s development and maintain its operational and financial growth. We also advised the SMYK Group in a parallel process of extending the term of its financing, which was associated with the aforementioned sale of shares. As lead legal counsel to the borrowers, we coordinated work in three jurisdictions outside Poland.

Smyk is Poland’s largest chain of stores selling toys, clothing for children and related accessories. It has more than 280 outlets, including 31 in Romania and 10 in Ukraine, as well as an extensive network of retail partners in Europe and Asia. Smyk had been part of Brigdepoint since 2016.

Bridgepoint is one of the world’s leading exchange-listed investors, specialising in private equity and private debt investments. With more than EUR 39.5 billion in assets under management and a strong local presence in Europe, the US and China, it combines a global scale with local market insights and sector expertise, consistently delivering strong returns through cycles.

The transaction team comprised: Paweł Zdort (managing partner), Małgorzata Deruś (senior associate), Aleksander Jakubisiak (associate) and Szymon Marcinak (associate). A team made up of Jakub Rachwol (partner), Marcin Gruszka (counsel), Engjell Sokoli (associate) and Filip Książczak (associate) further advised on issues related to the financing of the SMYK Group.

“In terms of the part involving the company’s bank debt, this was a challenging transaction for a number of reasons. The timetable in the run-up to closing was extremely tight for such a complex reorganisation of the group’s debt, and the M&A process and the financing rearrangements had to be perfectly aligned, as they were interdependent”, said Jakub Rachwol, the partner and co-head of the banking and finance practice at Rymarz Zdort Maruta.

We are pleased to announce that we advised American Heart of Poland Group on the acquisition of control over Scanmed Group from Abris Capital Partners.

The acquisition of control over Scanmed Group is another important step in the implementation of the development strategy of the American Heart of Poland Group, Gruppo San Donato Italy “GSD” and GKSD Srl (of which American Heart of Poland is a part) in Poland. The acquisition of Scanmed Group will contribute to doubling the scale of American Heart of Poland’s operations in the public healthcare sector. American Heart of Poland will also significantly increase its territorial reach as once the transaction is finalised, it will be able to provide medical care to 500,000 patients per year.

Scanmed Group is a leader among private medical operators in terms of the range of services provided, which services include primary healthcare treatment, outpatient specialist care and hospital treatment. Scanmed Group offers medical care at nearly 40 locations throughout Poland. Scanmed operates a network of cardiology centres, three multi-speciality hospitals – St. Raphael’s Hospital in Kraków, Rudolf Weigl Hospital in Blachownia and Ars Medical in Piła – as well as single-profile specialist hospitals focused on gastroenterology, ophthalmology and orthopaedics. In addition, Scanmed operates medical centres offering primary care, diagnostics and specialist outpatient care services.

The American Heart of Poland Group (AHP Group) is a leading independent cardiovascular care provider in Europe and one of the largest private healthcare providers in Poland. As part of the public healthcare system, the Group provides comprehensive, multi-specialist medical care to patients at more than 20 medical centres, combining health education, prevention, diagnosis, treatment and rehabilitation for lifestyle diseases. It provides care in connection with up to 73,000 hospitalisations per year, particularly in relation to coronary interventions, rhythm and conduction disorders, and heart failure. American Heart of Poland is part of Gruppo San Donato, which is Italy’s largest private healthcare group and a leading healthcare group in Europe. Gruppo San Donato manages a diversified portfolio of companies operating across a range of sectors in Italy, including real estate, engineering, energy, purchasing and healthcare consulting.

The transaction team was led by Paweł Zdort (managing partner). The team consisted of: Małgorzata Deruś (senior associate), Małgorzata Banaszkiewicz (senior associate), Szymon Marciniak (associate) and Alicja Szymańska (associate).

The transaction requires the consent of the President of the Office of Competition and Consumer Protection. Advice on merger clearance was provided by a team consisting of: Iwona Her (partner), Tomasz Kordala (senior associate), Karolina Chudy (associate) and Justyna Niezgoda (associate).

We are pleased to announce that we advised Huuuge, Inc. (the “Company” or “Huuuge”) on a share buyback pursuant to a limited-time invitation to submit to the Company sale offers relating to shares in the Company at a price of USD 9.8042 (PLN 38.50) per share. The Company acquired 7,139,797 own common shares representing 10.64% of its share capital, for a total consideration of USD 70 million.

The Company acquired the shares under a share buyback programme with the intention of retiring the shares, other than those shares necessary, in the Company’s view, to satisfy its ongoing needs under the Company’s employee stock option plans.

“We would like to extend hearty congratulations to Huuuge and its shareholders. We would also like to thank the entire team, especially team leader Michał Litwinowicz, as well as Marek Chwałek, Magdalena Ćwik-Burszewska and Monika Kierepa, for their great cooperation and trust,’ says Filip Leśniak, a partner and co-head of the Equity Capital Markets practice.

Rymarz Zdort Maruta would also like to congratulate and thank Ipopema Securities S.A. team, in particular Mariusz Piekarski, Małgorzata Jurczak, Marcin Bańkowski and Mariusz Kociszewski, for their cooperation.

Huuuge, Inc. is a global developer and publisher of free-to-play games for mobile devices and online platforms. The Company was established under Delaware (USA) law and is best known for social casino games.

The Rymarz Zdort Maruta transaction team included: Filip Leśniak (partner) and Patrycja Gliwka (associate). With respect to tax aspects, support was provided by Piotr Zawacki (counsel).

Support concerning US law aspects was provided by attorneys from the US law firm Freshfields Bruckhaus Deringer, namely: Doug Smith (a partner in the global transactions group and co-head of the international capital markets practice), Joe Soltis (tax partner), Hannah Golden (associate) and Kevin Meehan (associate).

We are pleased to announce that we advised Huuuge, Inc. (“Huuuge”) on the execution of a simple agreement for future equity and a call option deed agreement with an Israeli mobile game company and its existing investors.

Huuuge undertook to invest up to USD 6,000,000 in the company in exchange for the future right to receive newly issued shares assuming a pre-money valuation of USD 16,500,000. The Company will use the proceeds primarily to develop its team and projects, as well as to invest in user acquisition.

Huuuge, Inc. is a global developer and publisher of free-to-play games for mobile devices and online platforms. It is a company established under Delaware, USA law. The company is best known for social casino games.

The transaction team included: Filip Leśniak (a partner and co-head of the Equity Capital Markets practice and Szymon Rutecki (associate). On the regulatory aspects of the gaming sector, support was provided by Michał Pękała (a partner and the head of the Video Games & Entertainment practice).

Support on British and Israeli law was provided, respectively, by law firms BCLP and Barnea. We sincerely thank the teams led by Jinal Shah and Ariella Dreyfuss for their cooperation.

We are pleased to announce that Rymarz Zdort Maruta advised Mycofeast LTD on the acquisition of the Leżajsk Brewery from Grupa Żywiec sp. z o.o. The preliminary conditional investment and share purchase agreement (the “PSPA”) was signed on 21 March 2024. MFPL sp. z o.o., a Polish subsidiary of Mycofeast LTD, was a party to the PSPA. The closing of the transaction will be preceded by a joint submission of a merger clearance application to the President of the Polish Office of Competition and Consumer Protection (UOKiK) concerning the establishment of a joint venture.

Mycofeast LTD is an industrial biotechnology company that harnesses biomass fermentation to develop high-quality proteins, specialty lipids, and critical ingredients for the food and animal feed sectors.

Grupa Żywiec sp. z o.o. is a member of the Heineken group and a beer manufacturer in Poland. The company operates four breweries in Poland located in Elbląg, Namysłów, Warka and Żywiec.

Grupa Żywiec announced its intention to reorganise production in Poland in February 2023, with plans to concentrate volume and future investments in a network of four breweries. Production at the Leżajsk Brewery was halted at the end of August 2023. The new owner intends to produce food and feed products using fermentation processes involving fungi and other microorganisms.

The transaction team included: Paweł Zdort (managing partner), Aleksandra Kabać (counsel) and Karol Wojtkowski (associate). The due diligence process involved: Marcin Pieklak (partner), Tomasz Bąkowski (senior associate), Klaudia Cholewa (senior associate), Michał Matysiak (senior associate), Hanna Bachowska (associate), Szymon Marciniak (associate), Marta Szczepkowska (associate), Paweł Mirosz (ekspert).

We are pleased to announce that we advised Węglokoks on the acquisition of 80% of the shares in Przedsiębiorstwo Przeładunkowo-Składowe “Port Północny” from the Belgian group Sea-Invest. However, Węglokoks will not be the sole shareholder in Port Północny, as 20% of the shares therein will continue to be held by ArcelorMittal, the world’s largest steel manufacturer.

PPS Port Północny is the largest and most important bulk port in Poland and a key asset to securing imports of bulk goods into Poland, particularly thermal coal, coking coal, and iron ore.

Węglokoks is a state-owned holding company operating in the mining, metallurgical, energy and logistics sectors, and is one of the largest coal producers and distributors in Poland.

Sea-Invest manages 23 seaports in Europe and Africa. It is one of the largest operators of oil tanks and terminals in global ports, and the largest port transshipment operator for dry bulk goods and fruit in Europe.

This transaction has strengthened the market position of Węglokoks and furthers the company’s plans to operate on foreign markets. Having purchased the shares, Węglokoks will be able to develop its business in the logistics sector and ensure better integration of its services. Furthermore, the return of Port Północny to Polish hands will significantly enhance Poland’s energy security.

The transaction team comprised Paweł Rymarz (managing partner), Jakub Krzemień (partner) and Diana Sofu (senior associate). Competition protection advice was provided by Iwona Her (partner), Irmina Wątły (counsel) and Justyna Niezgoda (associate). Tomasz Bąkowski (senior associate) and Karol Wojtkowski (associate) were in charge of regulatory matters, and Piotr Wawrzeniuk (senior associate) handled the W&I policy issues.

We are pleased to announce that we acted as Polish legal counsel to Virtusa International B.V. in connection with its acquisition of shares in ITMAGINATION sp. z o.o.

Virtusa International B.V., owned by Virtusa Corporation, is a global provider of digital business strategy, digital engineering, and IT services and solutions. It provides services to a number of Global 2000 companies operating in the banking, financial services, insurance, healthcare, communications, media, entertainment, travel, manufacturing and technology industries.

ITMAGINATION is a Polish IT company specialising in the development of dedicated software, and systems for outsourcing and Business Intelligence data analysis.

The transaction team comprised: Paweł Zdort (managing partner), Aleksandra Kabać (counsel), Weronika Papucewicz (counsel), Małgorzata Banaszkiewicz (senior associate) and Szymon Rutecki (associate). The following attorneys were involved in the due diligence process: Marcin Serafin (partner), Marcin Cwener (counsel), Monika Gierałtowska-Karpowicz (counsel), Michał Matysiak (senior associate), Justyna Wigier (senior associate), Natalia Jaskólska-Kowalczyk (associate), Maksymilian Kaszubowski (associate), Patrick Koźliczak (associate), Szymon Marciniak (associate), Eryk Ryciak (associate), Anna Wądołowska-Widurek (associate).

We are pleased to announce that we advised Dutch company Northland Power International Holdings B.V. (“Northland”) in relation to its joint venture with Energa Wytwarzanie S.A. (“Energa”) formed to provide asset management services. The newly established Baltic Offshore Service Solution sp. z o.o. will provide services concerning the technical management of offshore wind farm infrastructure, commercial asset management, health and safety issues, and environmental protection. The first offshore wind farm in the Baltic Sea to be serviced by Baltic Offshore Service Solution sp. z o.o. will be a facility of Baltic Power sp. z o.o. with a capacity of up to 1.2 GW that is to be commissioned in 2026. The transaction required the submission of a notification to and approval from the President of the Office of Competition and Consumer Protection, which approval was issued on 9 October 2023.

Energa Wytwarzanie S.A. is an Orlen Group company active in the area of RES electricity generation that provides system services. The company manages Poland’s largest run-of-river hydropower plant in Włocławek and 44 small hydropower plants located mainly in northern Poland.

Northland Power International Holdings B.V. is a holding company of the Canadian-listed Northland Power Inc. and a power producer dedicated to developing, building, owning and operating clean and green global power infrastructure assets in Asia, Europe, Latin America and North America.

The work of the transaction team was supervised by Marek Durski (partner), which team included Jakub Krzemień (partner), Aleksandra Kabać (senior associate) and Szymon Rutecki (associate). The antitrust aspects of the transaction were supervised by Iwona Her (partner) with the support of Irmina Wątły (counsel) and Justyna Niezgoda (associate).

We are pleased to have participated in yet another transaction for the offshore wind sector, especially given that this transaction has resulted in the creation of an entity with the resources and competencies necessary to provide specialised services for the sector.