Category: Deals and projects

We are pleased to announce that Rymarz Zdort is advising the shareholders of Grupa Inelo S.A. (“Inelo”), comprising Innova Capital, European Telematics Holding and a group of individual minority shareholders, on a transaction involving the sale of 100% of the share capital of Inelo to W.A.G. payment solutions a.s. (“Eurowag”).

The transaction, which will result in the acquisition of Inelo, a leading provider of fleet management solutions and driver time management software in Poland and Slovenia, significantly increases Eurowag’s scale of operations and its ability to deliver a fully integrated, one-stop digital platform for customers in the commercial road transport sector.

The preliminary agreement was concluded on 24 October 2022. The transaction is valued at over €300 million and its completion is subject to the approval of Eurowag’s shareholders and the relevant regulatory authorities. The transaction is expected to close in the first quarter of 2023.

“We would like to congratulate Innova Capital on securing another home-run exit by selling Grupa Inelo to Eurowag. We are pleased to once again have been given the opportunity to participate in such an important project and to support our client as legal counsel” – said managing partner Paweł Zdort.

Innova Capital is an independent private equity advisor, operating from Poland and investing in majority buyouts in mid-sized enterprises with activities in CEE. From its the inception in 1994, Innova has invested close to EUR 1.2 billion in almost 70 companies located in 10 countries in the region.

Inelo is an international leader in providing technological solutions for heavy duty transport in the CEE/SEE region. The company operates in 16 European markets and has equipped the TSL sector with digital GPS solutions and driver time analysis and calculation software for the past 20 years.

W.A.G. payment solutions, trading under the name Eurowag, is a leading pan-European integrated payments and mobility platform focused on the Commercial Road Transportation industry.

Rymarz Zdort provided comprehensive transactional assistance. The advisory team comprised managing partner Paweł Zdort and partner Jacek Zawadzki, who were supported by associates Monika Michałowska and Michał Lulka.

Monika Kierepa, a partner in the Corporate/M&A department, coordinated the work of the team conducting the vendor due diligence investigation of Grupa Inelo, which team included: Marek Kanczew (counsel), dr Barbara Skardzińska (senior associate) as well as Justyna Niezgoda, Kamil Kłopocki, Kamila Banaś, Lidia Bronicka, Marcin Banak, Marta Szczepkowska, Agnieszka Wójcik, Szymon Marciniak (all: associate).

We are pleased to announce that we had the opportunity to advise Commercial Banks Protection System S.A.  on the granting of a subsidy and the acquisition of a minority stake in a bridge institution as part of the resolution of Getin Noble Bank S.A. (“GNB”) initiated by the Bank Guarantee Fund.

Commercial Banks Protection System S.A. is the company that supported the entire process from the financial side. The company was established by the eight largest banks in Poland: Alior Bank, Bank Millennium, Bank Pekao, PKO BP, Santander Bank Polska, ING Bank Śląski, mBank and BNP Paribas Bank Polska. Its aim is to ensure the liquidity and solvency of the banks participating in the company, as well as to support resolution processes conducted by the Bank Guarantee Fund.

“We are pleased to have had the opportunity to support Commercial Banks Protection System S.A., and, indirectly, the banking sector in the process of implementing the solutions necessary to protect customer deposits and prevent the uncontrolled bankruptcy of GNB. This process required a great deal of commitment and regulatory and transactional experience on our part”, says Łukasz Gasiński, a partner and the head of the regulatory practice at Rymarz Zdort.

The project team comprised: Dr hab. Łukasz Gasiński (partner), Adam Puchalski (counsel), Dr Łukasz Karasek (senior associate), Marzena Iskierka-Janota (senior associate), Anna Aranowska (associate), Patryk Modrakowski (associate) and Emilia Roszkowska (associate).

We are pleased to announce that Rymarz Zdort advised the Bank Guarantee Fund (the “BFG”) on the resolution process of one of the largest commercial banks in Poland, Getin Noble Bank S.A. (“GNB”). The resolution process was implemented due to the threat of the bankruptcy of GNB.

As part of the resolution and in order to ensure uninterrupted service to customers, a selected business of GNB was transferred to a bridge institution, Bank BFG S.A. (ultimately, VeloBank S.A.) controlled by the BFG. In addition to the BFG, Bank BFG S.A. is co-owned by Commercial Bank Protection System S.A. (“CBPS”), which was established by the eight largest commercial banks operating in Poland.

Non-repayable support in the amount of PLN 10.34 billion (EUR 2.15 billion) was provided to conduct the restructuring process and ensure the security of client funds, with PLN 6.87 billion (EUR 1.43 billion) coming from the BFG’s own funds and PLN 3.47 billion (EUR 723 million) from funds provided by SOBK.

“We are delighted to have had the opportunity to support our client in the largest restructuring conducted by the Bank Guarantee Fund in Poland to date, and one of the largest in Europe. Planning the entire process required not only comprehensive legal expertise on our part, but also extensive transactional experience. The success of Getin Noble Bank’s resolution ensures that the sector’s financial stability has been maintained and that the customer deposits worth over PLN 40 billion are protected.” – says Magdalena Pyzik-Waląg, a partner heading the Restructuring, Insolvency and Distressed Asset Investments practice at Rymarz Zdort.

The project team comprised: Magdalena Pyzik-Waląg (partner), Katarzyna Łukaszewicz (counsel), Szymon Cieniawski (senior associate), Michał Burek (associate), Hubert Derdowski (associate), Magdalena Żukowska (associate), Karolina Jerzyk (paralegal),) and Adam Drgas (paralegal).

Advice on merger clearance aspects was rendered by: Iwona Her (partner), Irmina Wątły (counsel) and Kamil Kłopocki (associate).

We are pleased to announce that Rymarz Zdort advised Inelo Group on a transaction involving the acquisition of a majority stake in FireTMS.com sp. z o.o. (“FireTMS”).

The Inelo Group is an international leader in providing technological solutions for heavy duty transport in the CEE/SEE region. The company operates in 16 European markets and has equipped the TSL sector with digital GPS solutions and driver time analysis and settlement software for the past 20 years. Over 86 thousand vehicles in total are equipped with Inelo’s telematic devices, over 100 thousand drivers use the 4Trans software, and over 60 thousand drivers are cleared under OCRK. As part of the “one-stop-shop” strategy, the company has established business relations with over 14 thousand transport and logistics companies. Furthermore, Inelo provides 42 inspectorates in 23 countries with instruments used to control international road transport.

FireTMS offers transport management software for carriers and shippers in the region of Central and Eastern Europe, fully adapted for sale in foreign markets. The company currently has a network of 650 customers in Poland, the Czech Republic, Slovakia, Romania and Germany.

The acquisition of FireTMS will strengthen the Inelo Group’s position in CEE and will increase the geographical area of its product distribution to also cover new markets such as Romania and the Czech Republic. It will also complement the offer of telematics technology solutions with a tool based on an SaaS model and designed for small and medium-sized enterprises.

The closing of the transaction is subject to the satisfaction of conditions precedent as agreed in the relevant contract.

Rymarz Zdort provided comprehensive transactional assistance. The advising team comprised Paweł Zdort, Małgorzata Deruś, Jakub Krzemień and Jakub Wilk.

Transactional support was also provided by the due diligence team led by Monika Kierepa, and comprising of: Marek Kanczew, Barbara Skardzińska, Honorata Skibicka, Kamil Kłopocki, Kamila Banaś, Lidia Bronicka, Marcin Banak, Marta Szczepkowska, Michal Lulka, Szymon Marciniak, Maksymilian Kaszubowski.

Rymarz Zdort Maruta advised Gruby Entertainment, an independent video game development studio based in Warsaw, on obtaining seed financing from Tencent, a Chinese video game industry giant.

This is another innovative and record-setting transaction in the Polish video game sector executed with the help of Rymarz Zdort Maruta’s Video Games & Entertainment Practice. Last year, the firm also advised IndieBI in regard to its corporate organisation and in connection with obtaining financing by means of an innovative convertible loan structure. Recently, the firm advised Something Random in another VC transaction involving NetEase.

“We see a pattern in these types of transactions. They are fast-paced and include transfers and the due diligence of intellectual property. The company was established by founders with proven experience in the industry. We see value in our work and transactions like the investment in Gruby Entertainment help to change the expectations of founders and investors in the Polish game development industry.” – Michał Pękała, a partner and the Head of the Video Games & Entertainment Practice.

Lawyers from our firm advised in every stage of the transaction including setting up the corporate structure of the deal, conducting a due diligence of the target company and its assets (in particular its video games under development) and negotiating the investment agreement. We also advised in connection with the structure and transfer of intellectual property rights.

“The main goal of legal counsel advising founders in a VC transaction is to secure the interests of the founders and the target company. When it comes to investing in the video games industry, these goals cannot be achieved without a deep understanding of the specifics of the industry and the process of developing video games. It is such a complex product that every transaction requires a tailored approach.” – Jakub Kowal, Senior Associate in the Video Games & Entertainment Practice.

The trust Gruby Entertainment placed in Rymarz Zdort Maruta as a result of our work on the transaction has led to the firm being entrusted with providing ongoing legal advisory services to the company on a permanent basis, as well as the nomination of two of the firm’s lawyers to the company’s Supervisory Board.

The team of lawyers from Rymarz Zdort Maruta 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).

We are pleased to announce that Rymarz Zdort supported Polskie Górnictwo Naftowe i Gazownictwo SA (“PGNiG SA”) in negotiating a number of gas sales agreements for natural gas from the Norwegian Continental Shelf to be delivered via the Baltic Pipe gas pipeline through Denmark to Poland. Under the agreements between PGNiG SA and Equinor ASA group, a total of 2.4 billion cubic metres (bcm) of gas will be delivered to Poland annually over a period of ten years.

Equinor ASA is a Norwegian energy company, having operations in 36 countries. Focused on oil and gas production, it is focused on development in the renewable energy sector, investing primarily in offshore wind farms.

“The agreements entered into between PGNiG SA and companies from Equinor ASA group are aimed at guaranteeing stable supplies in turbulent times. The transaction, in which we had the opportunity to support our client, is another step towards making Poland independent from its current sources of gas supply and increasing Poland’s energy security,” says Marek Durski, partner heading the energy practice at Rymarz Zdort.

The advisory team comprised Marek Durski (partner heading the energy and natural resources practice), Andrzej Granat (associate) and Adrian Augustyniak (senior associate).

We are pleased to announce that Rymarz Zdort has advised PGNiG S.A. (“PGNiG”) in connection with the negotiation of a merger plan with PKN ORLEN S.A. (“PKN ORLEN”). The execution of the merger plan is a key stage of the largest merger in the history of the Polish energy market. The merger of PKN ORLEN and PGNiG will facilitate the creation of a diversified capital group which, due to the scale of its business and its financial strength, will reinforce the group’s leading position on the market and play a key role in the energy transition of the Polish economy.

The merger plan calls for the transfer of PGNiG’s assets and liabilities to PKN ORLEN. In exchange for their shares in the gas company, PGNiG’s shareholders are to be allotted shares in the newly enlarged PKN ORLEN. The share exchange ratio and other terms and conditions of the merger must first be approved by the shareholders of both companies at their general meetings. The allotted shares will be new shares, issued in the increased share capital of PKN ORLEN. In exchange for one share in PGNiG, its shareholders will receive 0.0925 shares in PKN ORLEN.

“We are pleased to have the opportunity to participate in the creation of the largest multi-energy company in Poland in terms of the combined assets of PKN ORLEN, Grupa LOTOS and PGNiG, the main objective of which is to strengthen the Polish energy sector. Thanks to our client, we are taking part in the creation of the largest Polish WSE-listed company in terms of capitalisation, a project which after over four years of intense work of our team has already entered its final stage”, says Paweł Rymarz, managing partner.

The project team included Paweł Rymarz (managing partner), Dr Jakub Zagrajek (partner), Dr Paweł Mazur (senior associate), Tomasz Bąkowski (senior associate) and Patrycja Gliwka (associate).

We are pleased to announce that attorneys from our real estate practice recently advised European Logistics Investment (“ELI”) on several transactions and projects on the Polish logistics market.

ELI is a consistently growing logistics platform, which, thanks to its partnership with Panattoni, a leading developer of industrial real estate, provides high-quality facilities that offer excellent connectivity and value for businesses at desirable locations around the country. During the first six months of 2022, ELI’s portfolio consisted of 28 logistics projects within 10 logistics hubs throughout Poland with a total area of over 1.2 million sqm GLA, which includes standing assets, projects under construction and projects secured in the pipeline. ELI is owned by Redefine Properties, Madison International Realty and Griffin Capital Partners.

During the past year, we advised European Logistics Investment, inter alia, on the execution of transaction documentation and the purchase of land in key logistics hubs in Poland, including in Błonie near Warsaw, in the area of Tychy and in Łódź. Having acquired land in previous years, in the first half of 2022, European Logistics Investment also commenced the construction of modern logistics centres in new locations, specifically in Toruń, Kraków and Lublin.

“European Logistics Investment concludes the first half of 2022 with an outstanding performance. We are pleased that we have had the opportunity to support our client in numerous interesting projects that have contributed towards ELI’s successful continuation of its thriving investment activities and the active utilisation of the dynamic growth of the Polish logistics market”, summarises Piotr Fedorowicz, a partner in the corporate department of Rymarz Zdort and the head of the firm’s real estate practice.

The firm’s transaction team included Piotr Fedorowicz, Tomasz Bąkowski, Karolina Bąkowska, Izabela Skrzypczak, Tomasz Karkowski, Marcin Banak, Patrick Koźliczak and Agnieszka Jabłońska.

We are pleased to announce that Rymarz Zdort advised Bank Millennium (the “Bank”) on the consolidation of its brokerage business into the capital group and represented the Bank before the Polish Financial Supervision Authority (KNF) in connection with the extension of the Bank’s brokerage licence.

The Brokerage Office of Bank Millennium is a stand-alone division of the Bank formed by consolidating the brokerage business formerly operated by Millennium Dom Maklerski S.A.

The consolidation was effected by transferring the organised part of the enterprise of Millennium Dom Maklerski, which provided brokerage services, to its sole shareholder, the Bank. The Bank’s share capital was not increased in the process.

The advisory services of Rymarz Zdort covered transactional, corporate, tax and regulatory matters.

The firm’s transaction team was headed by Dr hab. Łukasz Gasiński, a partner in the corporate department who heads the regulatory practice. Ongoing day-to-day advice was provided by counsel Katarzyna Łukaszewicz and senior associate Szymon Cieniawski, with support from associates Sebastian Stępiński and Adam Drgas. The team also included Leszek Tokarski and Robert Krasnodębski, partners who head the tax department, and senior associates Artur Ciechomski and Maciej Kostrzewski from the tax department.

We are pleased to announce that Rymarz Zdort has advised P4 Sp. z o.o. (“Play”) on its acquisition of 92.5% of the shares in Redge Technologies, a provider of linear and on-demand TV systems to media and telecommunications businesses.

The remaining 7.5% stake in the company stays with its founder and CEO Przemysław Frasunek. The sale of the company was carried out by Custodia Capital, a fund with a focus on private equity investments in the SME sector in Poland. Play’s experience in providing fiber-optic internet and 5G mobile services, combined with Redge Technologies’ video competencies, will allow the two companies to offer new digital video distribution solutions.

Redge Technologies is a leading provider of video content distribution solutions and the leader in OTT and edge computing technologies in Central Eastern Europe, present on the market since 2007.

Its flagship solution, Redge Media, is a native OTT technology platform. Additionally, Redge Technologies has developed an innovative carrier-class system that protects against cyberattacks on a European scale.

The transactional team was headed by corporate practice partner Dr Jakub Zagrajek.  The team also comprised senior associate Dr Paweł Mazur and associate Patrycja Gliwka.

The transactional team was assisted by the due diligence team headed by partner Monika Kierepa, and by the banking and finance team headed by partner Dr Jakub Rachwol, supported by associate Sebastian Stępiński.