Category: Deals and projects

Rymarz Zdort advised the selling shareholders of ATM S.A., MCI.PrivateVentures (a subfund of MCI.EuroVentures 1.0) and AMC Capital IV Albatros S.à r.l. (a company advised by Mezzanine Management) on a transaction comprising the sale of 100% of the shares in ATM S.A. to Global Compute Infrastructure LP, a platform supported by Goldman Sachs Merchant Banking Division.

ATM is an IT company providing data transmission, collocation and internet access services to Polish and other telecommunications providers/operators, financial institutions and the media. It is the owner of the Atman network and three data centres. Its main shareholder, holding 98.33% of the shares, is AAW III sp. z o.o., a portfolio company of MCI.EuroVentures and AMC.

A conditional agreement was entered into on 17 October 2020, and the finalisation of the transaction will be subject to, among other things, antimonopoly clearances. On the basis of the concluded agreement, 796,099 shares in AAW III and 606,438 shares in ATM will be sold. The closing of the transaction is planned for the end of 2020.

“It was our first transaction with MCI and Mezzanine Management. We are proud to be involved in the largest exit, in terms of value, in MCI’s history. We would like to thank MCI and Mezzanine Management for their trust and great cooperation in the transaction process”, said Pawel Zdort, the managing partner of Rymarz Zdort.

The transaction team was supervised by Pawel Zdort. The team consisted of the following lawyers from the corporate department: Aleksandra Kabac, senior associate, and Aleksander Jakubisiak, associate, as well as Irmina Watly, counsel from the competition/antitrust practice, and Jerzy Rostworowski, a senior associate from the banking & finance practice, whereas Ewa Bober, a partner from the corporate department, advised on the structuring of the transaction.

Rymarz Zdort, as the lead transactional counsel, advised Innova Capital in connection with the auction sale of 100% of the shares in Trimo d.o.o. to Kingspan Group plc.

Slovenian company Trimo is a leading European provider of fireproof solutions for the construction of façades and roofs.

With Innova’s support, Trimo has increased its European market share and is currently the second largest manufacturer of mineral wool panels. The acquisition is a good strategic fit for Kingspan in respect of its product portfolio, positioning and geographic coverage. Once acquired by Kingspan, Trimo will be able to leverage its potential using Kingspan’s large international distribution network.

The finalisation of the transaction is subject to compliance with regulatory requirements and is expected to take place in the fourth quarter of 2020.

“We congratulate Innova on another successful transaction. We are pleased with the high level of trust that results from our long-term cooperation. Once again, we have proven our capabilities in handling transactions not only in Poland, but also in the entire CEE/SEE region, which is possible thanks to cooperation with local, verified advisors” said Pawel Zdort, a managing partner in Rymarz Zdort.

The firm’s transaction team was headed by Pawel Zdort and Dr Jakub Zagrajek, a partner in the Corporate Department, who were assisted by Aleksandra Kabac, a senior associate in the same department. The antimonopoly aspects of the transaction were handled by the Competition/Antitrust practice team, including Iwona Her, a partner, Irmina Watly, counsel, and Leszek Cyganiewicz, a senior associate. The transaction team was supported by local legal advisors Jadek & Pensa, a Slovenian firm, and Prica & Partners, a Serbian firm.

Rymarz Zdort advised the sellers on the transaction of the sale of 100% of the shares in Virgin Mobile Polska sp. z o.o. to P4 sp. z o.o., the operator of the Play mobile telecommunications network.

A preliminary agreement was entered into on 22 April 2020, but the finalisation of the transaction was subject to antimonopoly clearance. The closure took place on 6 August. The value of the transaction (the company’s enterprise value) was set at EUR 13.4 million. Following the acquisition, Virgin Mobile Polska will continue to operate under its current name.

“It was a complex transaction that required an all-embracing approach. We are proud that we could support the sellers of Virgin Mobile with our experience on a transaction that was executed in such a complicated market environment.” said Dr Jakub Zagrajek, a partner in the Corporate Department.

The firm’s transaction team was headed by Dr Zagrajek, and comprised Jerzy Bombczynski (counsel) and Aleksandra Kabac (senior associate).

Tax advice in connection with the transaction was provided by Robert Krasnodebski (partner), Marek Kanczew (counsel), Marek Sikorski (senior associate) and Michal Chyla (associate).

On the antimonopoly aspects of the transaction advised Iwona Her, partner  and Irmina Wątły (counsel).

Rymarz Zdort advised PGNiG S.A. in connection with the execution of a five-year agreement with Klaipedos Nafta for the use of the entire capacity of its LNG (liquid natural gas) tanker truck reloading station in Klaipeda, Lithuania.

The conclusion of the contract enables the Polish company to import LNG by sea to Klaipeda starting from April 2020. The reloading station in Klaipeda in equipped with five LNG tanks, each with a capacity of 1000 m3, which enables the storage of 2,250 tons of LNG. Additionally, the installation enables the bunkering of ships powered by LNG engines. PGNiG’s bid won the tender process conducted by Klaipedos Nafta in autumn 2019.

“We are glad to have been able to work with PGNiG on a project that helps our client further develop their small-scale activities, in particular on the Lithuanian market. We wish to thank PGNiG for their continuing trust in our team”, said Marek Durski, the partner heading the energy and natural resources team at Rymarz Zdort.

The transaction was led by Marek Durski, the partner heading the energy and natural resources team at Rymarz Zdort, and Adrian Augustyniak, an associate from the same team.

Polskie Górnictwo Naftowe i Gazownictwo S.A. is the leader in the Polish natural gas market. It is a listed company operating in the field of the exploration for and production of natural gas and crude oil. Through its key companies, PGNiG is also active in the area of the import, storage, sale, and distribution of gas and liquid fuels, as well as heat and electricity generation.

Rymarz Zdort advised a company controlled by a fund managed by Aberdeen Standard Investments on the acquisition refinancing of one of its photovoltaic portfolios with an aggregate capacity of 42 MW, located in Poland. Previously, Rymarz Zdort advised on the acquisition itself.

The M&A and energy team was led by Marek Durski (partner) and comprised Jakub Krzemien (counsel) and associates Adrian Augustyniak (associate), Kacper Stanosz (associate) Andrzej Granat (associate), and Marta Szczepkowska (associate).

The banking team, supervised by Marcin Iwaniszyn (partner), was led by Dr Jakub Rachwol (counsel), who was assisted by Sebastian Mikina (associate), Robert Smigielski (associate), and Patryk Gelar (associate).

Rymarz Zdort advised European Logistics Investment BV (“ELI”) and Griffin Real Estate in relation to the signing of the transaction documentation and the purchase of land for the construction of a warehouse in Zabrze with a planned GLA of 50,000 sq. m. The warehouse is planned to be constructed for Weber-Stephen Products using the build-to-suit formula. The planned project will be the nineteenth warehouse in ELI’s portfolio.

ELI is one of the biggest logistic platforms owned by Madison International Realty, Redefine Properties and Griffin Real Estate.

Weber-Stephen Products is an international manufacturer of charcoal, gas, electric and pellet grills, as well as grilling accessories, a publisher of cookbooks, and a developer of mobile applications.

The transaction is being carried out in cooperation with Panattoni Development Europe, the market leader in the industrial property sector and which manages the development process concerning the construction of new warehouse facilities.

The work of the Rymarz Zdort team was managed by Piotr Fedorowicz, a partner in the real estate practice. The team comprised Karolina Bakowska (senior associate) and Michal Kostewicz (associate).

The law firm of Rymarz Zdort advised funds controlled by Aberdeen Standard Investments on another acquisition from R. Power Group of the largest portfolio of PV (photovoltaic) projects ever acquired by this investor in Poland – 130 such projects. R. Power Group is one of the leading players on the Polish solar energy market. The total capacity of the portfolio is 122 MW.

The transaction team was led by partner Marek Durski and included Monika Kierepa (partner), Jakub Krzemien (counsel), Dr Jakub Rachwol (counsel), Adrian Augustyniak (associate), Kacper Stanosz (associate), Patryk Gelar (associate), Andrzej Granat (associate), Piotr Stawowski (associate) Weronika Szyszka (asociate), Marta Szczepkowska (associate), and Wiktor Zien (associate).