Category: Deals and projects

Rymarz Zdort advised a borrower controlled by a fund managed by Aberdeen Standard Investments on the acquisition financing for 130 photovoltaic farms with an aggregate capacity of 122 MW, located in Poland.

ING Bank Śląski S.A. and BNP Paribas Bank Polska S.A. are acting as, among others, the mandated lead arrangers of this financing.

The funds managed by ASI are leading investors on the Polish photovoltaic market. Globally, ASI manages assets worth EUR 510.4 billion (as of 31 December 2020). In Poland, the Fund has already built a portfolio of solar farms with a capacity exceeding 380 MW.

The transaction team was supervised by Marcin Iwaniszyn, partner and co-head of the banking and finance practice of Rymarz Zdort, and was led by Dr Jakub Rachwol, counsel, who was assisted by Robert Śmigielski, associate. The M&A aspects of the financing were handled by Jakub Krzemień, counsel.

Regulatory and energy-related support was provided by partner Marek Durski, head of the energy and natural resources practice of Rymarz Zdort, assisted by Adrian Augustyniak, associate, and Marta Szczepkowska, associate.

Rymarz Zdort is advising Santander Bank Polska on the sale of its minority stakes in Aviva Towarzystwo Ubezpieczeń na Życie, Aviva Towarzystwo Ubezpieczeń Ogólnych and Aviva Powszechne Towarzystwo Emerytalne Aviva Santander. The transaction is part of Aviva plc’s planned exit from Poland by way of the sale of all of its Polish operations to Allianz for approximately EUR 2.5 billion. The deal comprises the largest on the Polish insurance market to date and the largest M&A transaction in Poland so far this year.

As a result of the transaction, Allianz will also become Santander Bank Polska’s new partner in respect of its life and non-life bancassurance joint ventures.

The transaction is subject to regulatory approvals and is expected to be completed within 12 months.

The work of the team advising on the transaction was led by Dr hab. Łukasz Gasiński, a corporate partner and the head of the regulatory practice of Rymarz Zdort, and Jacek Zawadzki, a partner in the corporate department, who were supported by associates Marzena Iskierka and Aleksander Jakubisiak.

Rymarz Zdort advised European Logistics Investment (ELI), a dynamically growing logistics platform in Poland, in connection with the transaction documentation related to a land purchase, the corporate aspects of the investment and the development of a modern warehouse complex.

ELI will construct a high-quality logistics centre with an area of over 37,000 sqm in Kraków. The City Logistics Kraków I facility will be developed in cooperation with ELI’s strategic partner Panattoni, a market leader in the industrial property sector. Nearly 9,000 sqm of the space has been pre-let to InPost, the largest logistics operator in Poland.

ELI’s portfolio includes 19 logistics parks with a total leasable area of over 605,000 sqm located in Warsaw, Łódź, Kraków, Wrocław, Upper Silesia and other locations. The company is planning to further expand in the coming years. The project is expected to be completed in the third quarter of 2021.

The firm’s transaction team was headed by Piotr Fedorowicz, a partner in the corporate department and the real estate practice. The transaction team comprised: Izabela Skrzypczak, associate; Tomasz Karkowski, associate; Michał Kostewicz, associate, and Mateusz Konopka, associate.

Rymarz Zdort advised Allegro Group (Allegro), the largest e-commerce platform in Central and Eastern Europe, during the negotiation of the lease agreement and other documentation related to the logistics infrastructure.

Panattoni will prepare 36,500 sqm of space for Allegro in A2 Warsaw Park, of which 33,500 sqm will be occupied by a warehouse in which comprehensive logistics services will be carried out such as storage, packing and shipping, as well as the implementation of orders and returns.

The work of the transaction team was conducted by Piotr Fedorowicz, partner; Tomasz Bąkowski, senior associate; Tomasz Karkowski, associate and Aleksandra Śliwa, associate.

Rymarz Zdort advised Méliuz S.A. on its investment in e-commerce platform Picodi.com S.A. The transaction comprised the acquisition of approximately 51.2% of the shares from the company’s current shareholders and the conclusion of a shareholders’ agreement. Méliuz also agreed to purchase the remaining 48.8% of the shares in Picodi.com upon the future exit of the current shareholders.

Picodi.com is an international e-commerce platform that brings together discount coupons and promotional codes. It operates in more than 40 countries globally and offers services in 19 different languages. Picodi.com connects more than 12,000 online stores to 4 million users each month.

Méliuz is a Brazilian technology company that offers digital solutions through an integrated marketplace and financial services platform. With its acquisition of shares in Picodi.com, Méliuz has expanded the scope of its reach globally by not only diversifying its geographical revenue base, but also by expanding its range of partners and avenues for growth.

The team advising on the transaction was headed by managing partner Paweł Zdort, supported by Aleksandra Kabać, senior associate and Krystian Kowalski, associate. Monika Kierepa, a partner in the corporate department, led the legal due diligence team that consisted of: Aleksandra Śliwa, associate; Marek Kanczew, counsel; Dr Barbara Skardzińska, senior associate; Hubert Bracichowicz, associate; Izabela Jasion, associate, and Weronika Szyszka, associate.

Rymarz Zdort advised BIF IV Europe Holdings Limited, an affiliate of Brookfield Renewable Partners L.P. (“Brookfield“), in connection with its investment in Polenergia S.A. (“Polenergia”), one of Poland’s largest renewable energy companies with approximately 443 MW of onshore wind and solar capacity (operating or under construction). Polenergia is also one of the leaders in offshore wind development in Poland, with an approximately 3 GW offshore wind development pipeline in Poland held through a joint venture.

The legal services provided by Rymarz Zdort included performing a legal due diligence of the Polenergia group, advising on the structuring of the transaction, negotiations of the investment and shareholders’ agreement, acquisition of shares in Polenergia by way of a tender offer (Santander Bank Polska S.A. – Santander Biuro Maklerskie acted in a role of financial advisor and intermediary broker), financing of the tender offer and obtaining antitrust clearance.

“We are proud to have been part of this very exciting project. Our extensive experience in the field of legal advice in relation to renewable energy sources in particular offshore investments, position us very well to advise on such projects. Recently, we advised Polish energy group, PGE, in connection with the conclusion of a joint venture agreement with Danish energy concern Ørsted, as well as Northland Power Inc. in connection with the conclusion of a joint venture agreement with PKN Orlen S.A. on the Baltic Power project”, said Paweł Zdort, managing partner of Rymarz Zdort.

The firm’s transaction team was led by Paweł Zdort, a managing partner, and Jacek Zawadzki, a partner in the corporate department, assisted by attorneys from the corporate department: Monika Michałowska, an associate, and Aleksander Jakubisiak, an associate.

The energy law aspects of the transaction were handled by the energy & natural resources team: Marek Durski, a partner, Adrian Augustyniak, an associate, Andrzej Granat, an associate, and Marta Szczepkowska, an associate.

All work connected with the financing of the transaction granted by Santander Bank Polska S.A. was supported by the banking & finance team consisting of Marcin Iwaniszyn, a partner, Jerzy Rostworowski, a senior associate and Robert Śmigielski, an associate.

Antitrust matters in connection with the transaction, including the preparation of Brookfield’s merger clearance application to the European Commission, were handled by the following attorneys from the competition/antitrust practice: Iwona Her, a partner, Irmina Wątły, counsel, and Weronika Szyszka, an associate.

Due diligence work was performed by Monika Kierepa, a partner, Dr Barbara Skardzińska, a senior associate, Jakub Cichuta, an associate, and Aleksandra Śliwa, an associate.

The law firm Rymarz Zdort advised the sellers (founders: Paweł Strykowski and Tomasz Kwaśny, as well as Grupa Netsprint – a joint venture of Dirlango and Innova Capital) on the sale of 100% of the shares in WhitePress sp. z o.o. to RTB House.

The firm’s transaction team was led by Dr Jakub Zagrajek, a partner in the corporate department.

Founded in 2013 and headquartered in Bielsko-Biala, Poland, WhitePress is a leading content marketing platform that assists advertising agencies and corporate clients with the creation and publication of content across the web, as well as in tracking marketing campaign results. The company, which has continuously focused on the quality of content created and distributed, is a leader in marketing content automation that makes the publishing process easier, faster and more cost-effective. The WhitePress platform is highly scalable internationally and enables publications across multiple geographies with ongoing roll-out across new markets. The wide ecosystem of products is used by thousands of clients and relies on inventory provided by over 21,000 publishers across 12 geographies. Furthermore, the company owns the GoodContent platform and is currently launching its latest service, Content Premium, internationally.

Innova Capital is an independent private equity advisor operating from Poland and investing in majority buyouts in mid-sized enterprises with activities in Central and Eastern Europe. Since its inception in 1994, Innova Capital has invested close to EUR 1 billion in almost 60 companies located in 10 countries in the region.  Innova was recognised by the Polish Private Equity and Venture Capital Association (PSIK) as PE Management Firm of the Year 2019.

Dirlango invests in growth Internet and technology businesses globally. Investments include international category leaders such as Glovo, Wish, Beyond Meat and Compass, as well as CEE focused companies WayToGrow, Justtag and iTaxi. Dirlango was founded in 2012 by Łukasz Wejchert and Maciej Żak.

RTB House is a global company that provides state-of-the-art marketing technologies for top brands and agencies worldwide. Its proprietary ad buying engine is the first in the world to be powered entirely by Deep Learning algorithms, enabling advertisers to generate outstanding results and reach their goals at every stage of the funnel. Founded in 2012, the RTB House team comprises more than 750 specialists in over 30 locations around the globe. It serves more than 2,000 campaigns for clients across the EMEA, APAC and Americas regions.

Rymarz Zdort advised Credit Suisse Securities, Sociedad de Valores, S.A. and J.P. Morgan AG, joint global coordinators and joint bookrunners, and IPOPEMA Securities S.A., a joint bookrunner, on the IPO of Huuuge, Inc. ( “Huuuge” or the “Company”) and on the admission and the introduction of the shares in Huuuge, Inc. to trading on the regulated market of the Warsaw Stock Exchange (the “WSE”), (“Offering”).

The company is a global producer of free-to-play games and publisher of on-line games for mobile devices and internet platforms. Huuuge’s consolidated revenues grew by an average of 30.6% per annum (CAGR) in the 2017-2019 period.

Huuuge, Inc.’s Offering is the largest IPO of a gaming company in the history of the WSE in terms of value. The IPO’s total value was PLN 1.67 billion (approximately USD 442 million). The Offering comprised public subscription of the Company’s newly issued shares of PLN 565 million, and public sale of existing shares of PLN 1.1 billion. The Company’s market capitalization, based on the final price of the offer shares, amounts to PLN 4.2 billion (approximately USD 1.1 billion).

The Offering consisted of a public offering to retail investors and institutional investors in Poland in accordance with Regulation S under the U.S. Securities Act of 1933 and  an international offering combining an offering in the United States of America to qualified institutional buyers reliance on Rule 144A under the U.S. Securities Act of 1933 and an offering to certain institutional investors outside of the United States of America and Poland in accordance with Regulation S.

“IPO of Huuuge, Inc. is the largest IPO in the history of the gaming industry in Poland. Legal support for this transaction, due to the global nature of the company’s operations and the company’s headquarters (Delaware, USA), required solving a number of precedent problems and close coordination of the work of legal advisers from several jurisdictions. We are proud to have been able to support Credit Suisse Sociedad de Valores, S.A., J.P. Morgan AG and IPOPEMA Securities with our knowledge and experience in this interesting, important and precedent transaction in an industry that is so important for the Polish capital market and the Polish economy” said Marcin Chyliński, attorney-at-law, partner in the corporate department.

The team advising on the transaction was headed by partner Marcin Chyliński, with the support of corporate lawyers: Filip Leśniak, counsel leading and coordinating all of the work related to the transaction; Ewa Bober, partner; Dr Paweł Mazur, associate; and Marta Rykalovska, associate.

The law firm of Rymarz Zdort advised the founders of and Archicom S.A. on the sale of a controlling stake in Archicom to Echo Investment S.A. representing 66.01% of the share capital and 65.99% of the votes at the general meeting of Archicom.

The preliminary agreement was signed on 17 February 2021. The price for the block of shares amounts to PLN 425.1 million and will be partially offset by way of the founders subscribing for PLN 188 million in bonds issued by Echo Investment .

The parties agreed to exclude from the scope of the transaction the development activity conducted outside the city of Wrocław by subsidiary Archicom Polska, as well as the architectural and design services conducted by Archicom Studio Projekt.

In addition, as part of the transaction, an option agreement was executed under which Echo Investment will acquire, or designate an entity to acquire, by 15 March 2023, shares in the share capital of an SPV holding 8.31% of the shares in Archicom.

The Archicom Group is one of the oldest developers and a leader on the Wrocław real estate market. The company celebrates its 35th anniversary this year, and its hallmarks are multi-stage housing estates created in the spirit of functional and people-friendly architectural design. Since 2016, it has been listed on the Warsaw Stock Exchange. Upon the completion of the transaction, the resulting Echo-Archicom Group will be the largest developer in the residential sector in Poland with over 7,000 apartments under construction in 2021 and a joint existing landbank exceeding 15,000 apartments.

“We are proud that the founders of Archicom Group trusted us with handling this transaction, which turned out to be one of the most complex and multifaceted in which I have ever been involved. This transaction, as well as a number of other similar projects completed for our firm’s clients such as Robyg, Echo Investment, Capital Park, Griffin Real Estate, Lone Star, Ronson Europe and Ares Management confirm our undisputed position as a leader in M&A transactions for real estate developers”, said Paweł Zdort, a managing partner of the firm.

The work of the team advising on the transaction was led by Paweł Zdort, managing partner, and Jacek Zawadzki, a partner in the corporate department, who were supported by a team of lawyers and advisors consisting of: Marcin Płonka, senior associate; Jerzy Rostworowski, senior associate; Marzena Iskierka, associate; Aleksander Jakubisiak, associate; Marek Kanczew, counsel; Antonina Falandysz-Ziecik, senior associate; Monika Kierepa, partner; Tomasz Bąkowski, senior associate; Robert Krasnodębski, partner; Marcin Iwaniszyn, partner; Piotr Fedorowicz, partner; and Iwona Her, partner.