Category: Deals and projects

We are pleased to announce that Rymarz Zdort Maruta has advised the Three Seas Initiative Investment Fund S.A. SICAV-RAIF (“3SIIF,” the “Fund”), a dedicated commercial fund advised by Amber Infrastructure and targeting infrastructure investments in Central and Eastern Europe, on their investment in R.Power SA (“R.Power” or the “Company”), a leading European independent power producer active in solar PV and battery storage.

3SIIF will invest €150 million in the Company in exchange for a minority stake, with an option to increase its investment further to €250 million in total. The investment is subject to merger control approval.

3SIIF invests in energy, transport and digital infrastructure in European Union CEE member states which border the Baltic, Adriatic and Black Seas (the Three Seas Region) where the demand for long-term commercial investment into national infrastructure is among the highest in the EU.

Amber Infrastructure Group, a UK based specialist international investment manager focused on investment origination, asset management and fund management, is the exclusive investment adviser to the Fund, responsible for origination, asset management and capital raising services.

R.Power S.A. is a pioneer in supporting the decarbonisation of the Polish energy system through the development of solar energy, with a growing presence in Italy, Portugal, Spain, Germany and Romania. The Company’s activities cover the entire value chain of the solar energy sector, including the development of PV power plant projects, PV power plant engineering, procurement, construction, operations and maintenance, and the production of green energy (as an IPP).

“Congratulations to 3SIIF on their first investment in Poland on the renewable energy market. We are delighted to have assisted our Client and are looking forward to future projects” – says Jakub Krzemień, a partner leading the transaction team.

The transaction team was led Jakub Krzemień, a partner from the corporate department. He was supported by Marek Durski, a partner and a head of the Energy & Natural Resources practice, and by Paweł Zdort, a managing partner and a co-head of the Corporate/M&A practice. The transaction team also included: Łukasz Lech (counsel), Adrian Augustyniak (senior associate), Piotr Wawrzeniuk (senior associate), Honorata Skibicka (senior associate), Klaudia Kasztelewicz (associate), Weronika Iskierska (associate), Izabela Skrzypczak (associate), Engjell Sokoli (associate).

The antimonopoly aspects of the transaction were handled by attorneys from the Competition/Antitrust practice, including Iwona Her (partner) and Tomasz Kordala (senior associate).

We are pleased to announce that Rymarz Zdort Maruta has advised PLAY Group on the acquisition of shares in fibre-optic network operator SferaNet S.A., listed on NewConnect. The acquisition was made by a 100% subsidiary of P4 sp. z o.o., and the Play Group increased its stake in SferaNet from 2.97% to 86.52%.

For many years SferaNet has been building high-quality, reliable fibre-optic networks in the Podbeskidzie region. Its network comprises nearly 1,300 kilometres of fibre-optic cables and reaches dozens of towns and cities in the Bielsko, Cieszyn and Zywiec districts.

“This is another transaction in which we had the opportunity to support the Play Group in the implementation of its strategy to develop its mobile and fibre-optic network and provide customers with the highest quality services. We would like to thank the Play Group team (Joanna Ormińska, Barbara Tekieli, Jaroslaw Smola, Rafał Chrzan, Krystyna Sowa, Przemyslaw Walter, PMP) for their trust and congratulate all of the parties involved” – says dr Jakub Zagrajek, CFA, partner at Rymarz Zdort Maruta.

The transaction team was led by dr Jakub Zagrajek, partner in the corporate department. The transaction team also included dr Paweł Mazur (senior associate), Patrycja Gliwka (associate), Filip Golędzinowski (associate) and Tymoteusz Jan Matusiak (paralegal). The transactional team was assisted by the due diligence team headed by partner Monika Kierepa.

Our law firm advised Something Random, an independent video game development studio from Łódź in connection with obtaining seed financing in the amount of millions of US dollars from NetEase – a Chinese video game industry titan. NetEase will acquire a share in the company’s equity, making this a significant transaction in the Polish video game industry.

“This Silicon Valley style seed financing round is a watershed moment for the Polish gaming industry. Our team has advised in many VC rounds for Polish video game developers, but it is only this year that we are seeing a dramatic shift. The financing is increasing exponentially, and investors are offering less restrictive covenants to founders. This is largely a result of the attention and investments of the international VC community”. – Michał Pękała, a partner and the Head of the Video Games & Entertainment Practice.

Lawyers from our firm advised on every stage of the transaction, including in respect of establishing and registering the company, concluding contracts with new hires, and negotiating the investment agreement. Our  law firm also provided advisory services with regard to the deal’s structure, transfers and the due diligence of intellectual property rights (including the relevant transfer clauses in agreements with developers).

“Something Random has a very innovative structure. The Company has had an employee stock option plan (ESOP) from the beginning and will offer stock options to contractors, which is unique for a Polish start-up”. – Jakub Kowal (Senior Associate).

The team of lawyers from our firm was led by Michał Pękała, a partner and the Head of the Video Games & Entertainment Practice, and included Jakub Kowal (Senior Associate) and Mateusz Kłudczyński (Associate).

“This is yet another innovative and significant transaction in the Polish video games sector concluded with the help of Rymarz Zdort Maruta ’s Video Games & Entertainment Practice. Last year, the firm advised IndieBI regarding its corporate organisation and the obtaining of financing with the use of an innovative, convertible loan structure. We are seeing a pattern in these transactions. They include ESOPs and due diligence investigations of intellectual property and the orderly transfer thereof. The company was established by founders with proven experience in the industry. We see value in our work and transactions such as this investment in Something Random help to change the expectations of founders and investors in the general Polish game development industry”. – Michał Pękała.

We are pleased to announce that we advised PGE Polska Grupa Energetyczna S.A. (“PGE”) on its acquisition from US-based fund CVC Capital Partners of 100% of the shares in PKP Energetyka S.A. (“PKP Energetyka”).

PGE  is Poland’s largest energy utility with respect to sales revenues and profit.

PKP Energetyka is one of the biggest electricity companies in Poland. It supplies electricity to railways through the National Electricity System (KSE) and is responsible for ensuring the reliable and adequate provision of electricity for rail transport. The group to which PKP Energetyka belongs is a distributor and supplier of energy to the rail network and additionally provides maintenance services for such networks.

CVC Capital Partners is one of the world’s leading private equity and investment advisory firms, with a network of 24 offices throughout Europe, Asia and the Americas. The firm is also present in Poland, where its investments have included interests in PKP Energetyka and the Żabka chain of convenience stores.

“We are delighted to have had the opportunity to support PGE in a transaction that will certainly have an impact not only on the expansion of the energy network, but also on the development of services, both on the energy side and on the railway side. We would like to thank the PGE team for their trust in us and to congratulate all of the parties involved,” says dr Marek Maciąg, a partner at Rymarz Zdort.

The transaction team consisted of dr Marek Maciąg (partner), Marek Durski (partner) and Małgorzata Deruś (senior associate). Support for the comprehensive legal due diligence was coordinated by Monika Kierepa (partner).

We are pleased to announce that we have successfully advised Cellnex Poland sp. z o.o. (“Cellnex Poland“), a company operating in the telecommunications sector, in the acquisition of 100% of the shares in REMER Sp. z o.o. (“REMER“), a Polish building infrastructure integrator specialising in telecommunications installations.

Cellnex Poland is a company belonging to the Spanish Cellnex Group, a leading operator of wireless telecommunications infrastructure in Europe. The Cellnex Group manages a portfolio of 138,000 sites (telecommunications masts and antennas) in 12 countries in Europe and enables operators to access Europe’s most extensive network of advanced telecommunications infrastructure on a shared-use basis, helping to reduce access barriers for new operators and to improve services in the most remote areas.

REMER is the market leader in indoor antenna installations DAS (Distributed Antenna System). The company creates modern telecommunications networks using the DAS system, allowing for the provision of excellent telecommunications coverage in buildings, tunnels, offices, shopping centres and stadiums.

As part of the advisory services, Rymarz Zdort provided comprehensive legal advice with respect to the transaction.

The transaction team consisted of: Magdalena Pyzik-Waląg (partner), Dr Marek Maciąg (partner), Marek Kanczew (counsel), Honorata Skibicka (senior associate) and Hubert Derdowski (associate).

A due diligence team led by Monika Kierepa (partner) also worked on the transaction and comprised: Marek Kanczew (counsel), dr Barbara Skardzińska, Honorata Skibicka (both: senior associate), Marcin Banak, Kamila Banaś, Hubert Derdowski, Kamil Kłopocki, Karolina Ochocińska (all: associate).

We are pleased to announce that we advised one of the shareholders of Nethone sp. z o.o. (“Nethone”), II Aria AIFM spółka akcyjna ASI spółka komandytowo-akcyjna (a Polish limited joint stock partnership) (“ARIA”), on the sale of a minority stake in Nethone, to a private equity fund, Advent International, which owns the MangoPay group.

The acquisition of Nethone by Advent International, and its integration into the MangoPay Group, is the next step in the fund’s investment strategy, launched in spring 2022, to create a global technology leader in payment and authentication infrastructure in the market.

ARIA is a growth fund investing in technology companies from Central Europe and actively supporting them across a broad spectrum of business development issues.

Nethone is a Polish technology company involved in the prevention of payment fraud in online channels. It enables online retailers and financial institutions to comprehensively understand their users (both good and bad) thanks to its profiling technology.

MangoPay is a fintech company providing payment infrastructure solutions for merchant platforms.

“We are pleased to have had the opportunity to support the ARIA fund in this transaction and that ARIA’s portfolio companies are growing in terms of technology and products. We would like to thank the ARIA team for their trust and congratulate all parties involved,” says Filip Leśniak, a partner at Rymarz Zdort.

The transaction team consisted of Filip Leśniak (partner) and Jakub Krzemień (counsel).

We are pleased to announce that we advised Poland’s largest refiner, Polski Koncern Naftowy ORLEN (“PKN ORLEN”), in the completion of the next phase of the implementation of remedies in connection with the acquisition of control by PKN ORLEN over LOTOS Group S.A., involving transactions with Aramco Overseas Company B.V. (“Aramco”) and Hungary’s MOL Hungarian Oil and Gas Public Limited Company (“MOL”).

At this stage of the implementation of the remedies, we advised PKN ORLEN, among others, on a number of sale transactions to Aramco involving the refining, aviation fuel and fuel wholesale businesses, i.e. the sale of 30% of the shares in Rafineria Gdańska, 50% of the shares in LOTOS-Air BP Polska and 100% of the shares in LOTOS SPV 1. We also advised on the signing of key cooperation agreements with the investor.

Furthermore, we advised PKN ORLEN on the sale of 100% of the shares in LOTOS Paliwa to MOL.

Acting as one of the lead counsel, Rymarz Zdort has been advising on the implementation of the remedies specified in the conditional decision of the European Commission of 14 July 2020 regarding its consent to a concentration involving PKN ORLEN taking control over Grupa LOTOS S.A. from the very outset of the process (for more information, please see: Rymarz Zdort advises Grupa LOTOS S.A. on implementation of remedies in connection with concentration with Polski Koncern Naftowy ORLEN SA).

 “This is another transaction within the framework of the merger process between PKN ORLEN and LOTOS Group, which has already taken over four years of extremely intensive work. We are delighted to have had the opportunity to participate in such a complex transaction process involving global and regional players in the fuel sector and to once again demonstrate our unparalleled credentials in M&A advisory in Poland. We would like to thank our client for the trust placed in us and for granting us the opportunity to participate in this landmark project.” – says Paweł Rymarz, managing partner.

Rymarz Zdort provided comprehensive transactional advice.

The transaction team consisted of: Paweł Rymarz (managing partner), Aleksandra Dobrzyńska-Grezel (counsel), Dr Jakub Zagrajek (partner), Dr Paweł Mazur (senior associate), Diana Sofu (senior associate), Patrycja Gliwka (associate) and Filip Golędzinowski (associate).

We are pleased to announce that we have advised the German company VH Invest AG (“VH Invest”) on the sale of 100% of the shares in one of the leading and most experienced renewable energy market players in Poland, Vortex Energy S.A. („Vortex Energy”), to the Dutch Vitol Group, known primarily for its trading activities in oil, fuels and other petroleum products.

VH Invest is a family-owned German capital group with its roots in the wind energy sector. Having initially started as a wind farm developer, VH Invest soon expanded into the construction and PV sectors. Today, VH Invest is also a green investment company.

Vortex Energy is one of the pioneers of the renewable energy sector in Poland and has over 18 years of experience in the development and realisation of PV and wind projects in Poland and Germany. Vortex Energy is a very strongly vertically integrated player in the RES sector in Poland and provides a wide range of services, from planning and development through construction and technical management, to the sale and purchase of projects in the RES market. To date, it has delivered over 400 MW of operational renewable generation capacity in wind and solar and has a development pipeline of over 3 GW.

The Vitol Group is a Dutch energy and commodities company, involved in trading in and distribution of, among other things, oil, coal and natural gas around the world. The investment in Vortex Energy is the first significant investment of the Vitol Group in the renewable energy sector in Europe, which is aligned with its strategy of investing in the energy transition and growing its sustainable business activities.

“Investments in renewable energy sources (RES) and their rapid development are necessary and not only with respect to green transition. Such investments are also able to secure energy interests in the long-term and guarantee Poland’s energy security. We are delighted to have had the opportunity to support our client in this transaction, which gives Vortex Energy the chance to enter the next level of development with an excellent partner by its side. Congratulations on such an impressive start to Vitol’s first investment in renewable energy in Europe” – comments Jacek Zawadzki, a partner in the corporate department of Rymarz Zdort.

The transaction team consisted of Jacek Zawadzki (partner), Aleksander Jakubisiak (associate), and Rafal Wloczka (associate). Banking and finance support was provided by dr Jakub Rachwol (partner) and Filip Książczak (associate). Marek Kanczew (counsel) and Michal Chyła (senior associate) were responsible for tax issues in the transaction.

We are pleased to announce that we advised Equinor in connection with the Polish law aspects of its acquisition of BeGreen.

The transaction, following which BeGreen will be a fully-owned Equinor subsidiary, will expand Equinor’s renewable energy portfolio in Europe.

Equinor is an international energy company headquartered in Stavanger (Norway) and has a presence in about 30 countries worldwide.

BeGreen is a leading Danish developer of solar projects. Since its establishment, the company has developed and delivered solar PV projects with a combined capacity of more than 700 MW. BeGreen’s portfolio of development projects located in Denmark, Sweden and Poland has a combined generating capacity of more than 6 GW.

Plesner Advokatpartnerselskab acted as lead transactional counsel.

The Rymarz Zdort project team comprised Łukasz Lech (counsel), Klaudia Kasztelewicz (associate), Weronika Iskierska (associate) and Jakub Szewczak (associate).

We are pleased to announce that we advised PKO Bank Polski S.A. (“PKO Bank Polski”) on an ABB (accelerated book-building) transaction concerning a sale of shares in Polski Koncern Naftowy Orlen S.A. (“PKN Orlen”) to domestic and foreign investors.

As part of the ABB transaction, PKO Bank Polski transferred a stake of 14,161,080 shares in PKN Orlen with a total value of more than PLN 715 million (approximately EUR 150 million) to a number of investors.

Rymarz Zdort supported PKO Bank Polski including the PKO Bank Polski Brokerage Office which acted as Global Coordinator and the Sole Bookrunner.

“We are delighted that once again the PKO Bank Polski team showed their trust in us and that we were engaged as legal advisors in connection with what was ultimately a very smooth process,” said Filip Leśniak, a partner in the corporate department of Rymarz Zdort.

The legal services we provided included consultancy support, the preparation of transaction documentation, support in the transaction process, as well as advice on disclosure obligations and the preparation of a legal opinion in connection with the transaction.

The project team comprised Filip Leśniak (partner) and Karolina Kłos (associate).