Category: Deals and projects

We are pleased to announce that we acted as lead transaction counsel advising TCV in connection with an accelerated bookbuilding process (ABB) of shares in Grupa Pracuj.

Goldman Sachs Bank Europe SE and Santander Bank Poland – Santander Brokerage House, together with Banco Santander, acted as the Joint Global Coordinators and Joint Bookrunners. Trigon Dom Maklerski acted as the Joint Bookrunner. STJ Advisors acted as advisors to TCV.

The team of Rymarz Zdort Maruta comprised Jacek Zawadzki (partner) and Aleksander Jakubisiak (senior associate), and was supported by Ewa Bober (partner).

We are pleased to announce that we advised Techland S.A. (“Techland”) and its founder Paweł Marchewka in connection with the sale of a controlling stake in Techland to Tencent Holdings Limited (“Tencent”). As a result of the transaction, the companies have entered into a strategic partnership and Tencent, by acquiring approximately 67% of the shares in Techland, has become the majority shareholder. The Polish gaming studio, however, has not signed over the rights to its intellectual property, and retains full freedom in developing and creating projects.

Techland is a renowned game developer, distributor, and global publisher for all leading platforms, including PC, Sony PlayStation, and the Xbox One family of devices, including Xbox One X. Techland’s most popular games are Dying Light 2 Stay Human, Dying Light and the Call of Juarez series. Comprising over 450 professionals across three offices in Poland, the company is committed to delivering unforgettable experiences and using the latest technology for innovative entertainment, which includes the proprietary C-Engine.

Tencent is a world-leading internet and technology company that develops innovative products and services to improve the quality of life of people around the world. Founded in 1998 with its headquarters in Shenzhen, China, Tencent’s guiding principle is to use technology for good. Its communication and social services connect more than one billion people around the world, helping them to keep in touch with friends and family, access transportation, pay for daily necessities, and even be entertained. Tencent also publishes some of the world’s most popular video games and other high-quality digital content, enriching interactive entertainment experiences for people around the globe. Tencent offers a range of services such as cloud computing, advertising, FinTech, and other enterprise services to support their clients’ digital transformation and business growth. Tencent has been listed on the Stock Exchange of Hong Kong since 2004.

“We are delighted to have had the opportunity to participate in the largest investment in the Polish video game market, and to support video game developer, Techland, and its founder, Paweł Marchewka, in establishing a strategic partnership with Tencent. Techland joining the ranks of companies developing under Tencent’s purview is a chance for the company to be part of the world’s top gaming companies,” said Paweł Zdort, a managing partner at Rymarz Zdort Maruta.

“The addition of Tencent to Techland’s shareholding will support its wide-ranging growth strategy. We sincerely congratulate our client on this success and thank them for allowing our law firm to participate in the largest M&A transaction on the Polish market concluded in 2023, and the largest M&A transaction in the gaming industry segment in CEE,” summarises Jacek Zawadzki, partner in the Corporate/M&A practice of Rymarz Zdort Maruta.

The transaction was led jointly by Paweł Zdort and Jacek Zawadzki, both partners in the Corporate/M&A practice of Rymarz Zdort Maruta. The transaction team also included Małgorzata Banaszkiewicz (senior associate) and Szymon Rutecki (associate).

We are pleased to announce that we advised GKSD S.r.l. (“GKSD”) and Gruppo San Donato (“GSD”) in connection with their joint acquisition of a majority stake in American Heart of Poland S.A. (“AHP”). The transaction will create a leader in cardiovascular disease treatment in Europe and will lead to the advancement of quality healthcare, healthcare research and medical education on the continent. The transaction remains subject to the granting of clearance by the Office of Competition and Consumer Protection in Poland.

“We are delighted to have advised GKSD and GSD on this strategic transaction, which marks the beginning of their presence on the Polish market. This transaction perfectly illustrates the potential of the healthcare sector in Poland and also demonstrates the strength of our M&A practice and its ability to provide successful, innovative and comprehensive legal advice to clients operating in the healthcare sector,” said Paweł Zdort, a managing partner and a co-head of the Corporate/M&A practice, who also led the team.

GKSD manages a diverse portfolio of operating companies in Italy that generates added value for its stakeholders by leveraging its unique know-how. GKSD focuses on a number of sectors, including real estate, engineering, energy, procurement and healthcare advisory services.

GSD is Italy’s largest private healthcare group and the leading European healthcare group specialising in acute care, medical education and research. With 56 medical sites, world-leading teaching and research hospitals, a university (Vita Salute San Raffaele University, with 22 masters’ programmes and providing PhD-level education) as well as medical research ranking in the top 10 globally (by medical research citations), Gruppo San Donato is a global pioneer of gene and cell therapy. GSD treats over 5.4 million patients a year, performing over 14 million procedures and employing over 27,000 medical professionals.

AHP is the largest independent provider of comprehensive cardiovascular care in Europe and one of the largest private healthcare providers in Poland, with a focus on supporting the public healthcare system. It has been recognised for achieving the highest standards of quality through a skilled workforce comprising trained medical experts. With 77 sites (20 cardiology wards, 2 vascular surgery wards, 4 rehabilitation clinics, 22 outpatient clinics, and numerous diagnostic and lab points) supported by more than 3,780 skilled staff members, including 1,200 doctors, the group remains focused on supporting the public healthcare system in Poland. AHP specialises in treating diseases suffered by our ageing society through the use of a variety of care options, including complex operations, a number of rehabilitation programmes, and outpatient and diagnostic care. It is a partner of the Ministry of Health and the National Health Fund. 

Rymarz Zdort Maruta provided comprehensive legal advice. The transaction team included: Paweł Zdort (managing partner), Iwona Her (partner), Bartosz Romanowski (partner), Irmina Wątły (counsel), Małgorzata Deruś (senior associate), Aleksandra Kabać (senior associate), Szymon Rutecki (associate), Jakub Wilk (associate) and Justyna Niezgoda (associate).

We are pleased to announce that we have provided comprehensive advisory services to Echo Investment S.A. (“Echo Investment”) and Archicom S.A. (“Archicom”) in connection with an in-kind contribution by Echo Investment to Archicom. Under the agreement concluded in April 2023, Echo Investment acquired new shares in the share capital of Archicom in exchange for an in-kind contribution of an organised part of the enterprise in the form of Echo Investment’s residential business division. The issue price at which Echo Investment acquired the new shares in Archicom was set at PLN 36.34 per share. The value of the in-kind contribution was estimated at nearly PLN 830 million.

Echo Investment S.A. is one of the largest real estate developers in Poland. The company invests in three main sectors of the real estate market: residential, retail and office development, focusing on the largest cities in Poland.

Archicom S.A. is a property development company operating for more than 30 years on the Polish market of commercial and residential real estate. The developer initially focused on the Wrocław market, but since 2017, it has also expanded its business to other Polish cities: Gdynia, Łódź, Warsaw, Poznań and Kraków.

We are delighted to be involved in a transaction that results in involving a nationwide developer with a strong position and high potential for further development and growth. We thank our customers for their trust and congratulate them on the successful consolidation of their business. 

The transaction team included: Piotr Fedorowicz (partner) Marek Maciąg (partner), Aleksandra Pustiowska (senior associate), Izabela Skrzypczak (senior associate), Aleksandra Pietrzak (associate) and Kamila Banaś (associate).

We are pleased to announce that we have advised European Logistics Investment (“ELI”) regarding the purchase of land in Silesia (in Knurów) and the construction of a new BTS (Built-to-Suit) industrial facility. Spanning 34,681 square meters, the facility has been leased to Fortaco Group, a leading strategic partner of OEM (Original Equipment Manufacturer) customers in the heavy off-highway equipment and marine industries. The construction is planned to be completed in the second quarter of 2024.

ELI is a logistics platform experiencing dynamic growth owned by Redefine Properties, Madison International Realty and Griffin Capital Partners, which, provides high-quality facilities that offer excellent connectivity and value for businesses at desirable locations around the country. At the end of H1 2023, ELI’s portfolio, including its landbank, reached 1.3 million sqm and encompassed 30 projects across 10 logistics hubs throughout Poland.

The work of the team was managed by Piotr Fedorowicz, a partner and the head of the Rymarz Zdort Maruta real estate practice. The team comprised Tomasz Bąkowski (senior associate), Tomasz Karkowski (senior associate) and Agnieszka Jabłońska (associate). 

We are glad to have had the opportunity to support our client in another interesting project that has contributed to ELI’s successful continuation of its thriving investment activities on the logistics market.

We are pleased to announce that Rymarz Zdort Maruta advised 7R, a Polish warehouse developer, in connection with the acquisition of “joint control” over the company by NREP (via its Luxembourg-registered fund, NREP Nordic Strategies Fund V Limited Partnership). Rymarz Zdort Maruta provided 7R with comprehensive transactional advisory services, as well as competition/antitrust advice.

7R is a dynamically growing developer headquartered in Poland, operating in the commercial real estate market providing A-class warehouses for rent. The company caters to various businesses by offering warehouse and industrial facilities including built-to-suit (BTS) projects. Its portfolio includes large-scale logistics parks as well as small business units (SBU’s) and urban warehouses known as 7R City Flex. To date, 7R has successfully completed investments totalling 1.8 million sqm and currently has approximately 2.3 million sqm GLA in the pipeline, in Poland and Czechia.

NREP operates in Sweden, Norway, Finland and Denmark, and its portfolio includes offices, apartments and warehouses. NREP entered Poland in 2021 and its first transaction in the country was NREP NSF IV’s acquisition of 100% of the shares in Biuro Inwestycji Kapitałowych (BIK), a Polish logistics developer. BIK’s operations are overseen by Logicenters, NREP’s logistics platform. NREP currently holds EUR 19.8 billion in assets under management.

“We are happy to have been given the opportunity to support our client in one of the largest real estate deals conducted in Poland in 2023 thus far. NREP will become a majority shareholder of 7R, investing approximately EUR 200 million of new equity in the company, which will allow 7R to grow in Poland and the Czech Republic” – said Paweł Rymarz, managing partner at Rymarz Zdort Maruta.

Work on the transaction was led by Paweł Rymarz and Piotr Fedorowicz. Members of the transactional team included Iwona Her (partner), Irmina Watly (counsel), Diana Sofu (senior associate), Piotr Wawrzeniuk (senior associate) and Patrick Koźliczak (associate).

“We would like to thank 7R for placing its confidence in Rymarz Zdort Maruta. This transaction will certainly serve as a hallmark for our law firm in the field of real estate” – summarised Piotr Fedorowicz, a partner and the head of the real estate practice at Rymarz Zdort Maruta.

We are pleased to announce that Rymarz Zdort Maruta advised WMC PV Sp. z o.o. and its subsidiaries on two private debt financings of solar power plants located in Poland. Both financings were provided by Sienna Private Credit.

WMC PV is a fast-growing company in the large-scale solar power market in Poland. The company is a solar power plant developer, EPC contractor and investor.

Sienna Private Credit provides investment products and solutions that meet the expectations of large institutional investors. With EUR 2.5 billion of assets under management, its initiatives focus on real assets and direct loans to the economy and cover four main areas: infrastructure in the energy sector, corporate real estate, specialised financing of industrial companies and the public sector. Sienna Private Credit is an asset manager wholly owned by a publicly-traded investment holding company, GBL (Groupe Bruxelles Lambert).

The team was led by Dr Jakub Rachwol (a partner co-heading the Banking & Finance practice) and included associates Maksymilian Kaszubowski and Engjell Sokoli, both members of the Banking & Finance practice. Adrian Augustyniak (senior associate, Energy & Natural Resources practice) provided advice on energy-related issues.

We are pleased to announce that we supported Globalworth in connection with the sale of the Warta Tower office building to a company belonging to the Cornerstone Investment Management investment platform. The transaction was valued at over EUR 63 million. Warta Tower is one of the most recognisable office buildings in Warsaw. The building is located on ul. Chmielna near Aleje Jerozolimskie and offers approximately 33.7 thousand sqm of leasable space.

Globalworth is a real estate company listed on the AIM segment of the London Stock Exchange operating in Central and Eastern Europe that acquires, develops and directly manages office and industrial properties. The company’s total portfolio is worth approximately EUR 3.2 billion.

Cornerstone Investment Management is a private equity investment management firm with assets worth approximately EUR 7 billion that invests in a variety of sectors, including real estate, IT outsourcing, cable television providers, renewable energy, healthcare, food and beverage, and others.

“We are extremely pleased to have been involved in the sale of one of the capital’s most recognisable office buildings. The transaction not only offered us the opportunity to support our client in connection with the implementation of its strategy, but also to take part in a sale that is likely to result in the Warta Building becoming more cost-effective and environmentally friendly as a result of sustainability-focused redevelopment and re-commercialisation plans,” – says Piotr Fedorowicz, a partner and the head of the real estate practice at Rymarz Zdort Maruta.

The work on the transaction was led by Piotr Fedorowicz. Members of the transactional team included Jakub Rachwol,partner, Izabela Skrzypczak,senior associate, Adrian Więsław,senior associate, and Agnieszka Jabłońska, associate.

We would like to thank Globalworth for placing its confidence in Rymarz Zdort Maruta. 

We are pleased to announce that we advised Projekt Solartechnik S.A. and its subsidiaries (“PST”) on securing external financing in the amount of PLN 128 million (EUR 29 million) for the construction of a portfolio of solar power farms. The financing was provided by the Polish Development Fund with the purpose of constructing 26 PV farms in Poland with a total capacity of 43 MW.

Projekt Solartechnik is an international group specializing in large-scale photovoltaic farms. The company entered the Polish market in 2012 and is now one of the leading players specializing in renewable energy sources. Projekt Solartechnik created a professional team dealing with the design, development, construction (EPC), maintenance, servicing (O&M) of utility-scale photovoltaic farms, and sales of green energy (cPPA/PPA).

The Polish Development Fund is a state-owned financial and advisory group that offers financial instruments supporting the development of companies, local governments and individuals. The Polish Development Fund focuses its investments on sustainable social development and national economic growth.

Earlier this year, we advised PST in connection with its cooperation with Eiffel Investment Group, a French alternative investor and asset manager, which resulted in obtaining private debt financing for the development of solar projects in Poland (details).

The team was led by Dr Jakub Rachwol (a partner co-heading the Banking & Finance practice) and included Adrian Więslaw (senior associate), Augustyna Porzucek (associate) and Filip Książczak (associate), all members of the Banking & Finance practice.

We are pleased to announce that we represented Market Pay Group (“Market Pay”) and AnaCap on acquisition of Polish fintech Novelpay, including its French subsidiary PAX France Novelpay, to further accelerate the development of its pan-European payments platform. We advised on Polish law. The main adviser in the transaction was Moncey Avocats.

Market Pay is a French fintech that provides retailers and e-merchants with an omnichannel and international payment platform. Its mission is to design and implement innovative and reliable payment solutions that support the growth of merchants.

Novelpay is one of Europe’s fastest growing independent software vertical providers for PAX payment terminals, with its products and services deployed to banks/acquirers, processors and VAS providers in 14 European countries.

“We are happy to have been given the opportunity to support our client in a transaction that will enable it to further strengthen and develop its existing strong product offering, as well as accelerate the deployment of its unified payment platform across Europe. We supported Market Pay and AnaCap in this transaction on aspects of Polish law. Collaboration is an essential ingredient of success for legal professionals and organisations in the emerging global legal marketplace. That is why our law firm is pleased to work on international transactions with internationally renowned law firms such as Moncey.” – says Marek Kanczew, a partner and the head of the employment and personal taxation practice at Rymarz Zdort Maruta.

The team involved in the transaction included Marek Kanczew (partner) – overall supervision of the transaction, tax and employment, Jakub Zagrajek (partner) – M&A transaction, Bartosz Romanowski (partner) – due diligence, Piotr Zawacki (counsel), Filip Golędzinowski (associate) and Anna Wądołowska-Widurek (associate).