Category: Deals and projects

We are pleased to announce that we provided tax advisory services to Ghelamco Poland, a leading developer on the Polish office real estate market, in connection with the sale of building A in the Vibe office complex, located near Rondo Daszyńskiego in Warsaw, to international investment company Manova Partners for nearly EUR 68 million net (PLN 290 million). With approximately 15,000 sqm of leasable space, the office building is one of the most modern and environmentally friendly facilities of its kind in Poland.

Ghelamco is one of the largest international developers in Europe, operating in its home market in Belgium, but also in the United Kingdom and Cyprus. In Poland, it has completed investments in Warsaw, Kraków, Katowice, Łódź, and Wrocław, among others.

Manova Partners is a global investment company specialising in real estate asset management. The company manages a portfolio of office, logistics, residential, and retail properties valued at approximately EUR 12 billion, investing globally in Europe, the US, Latin America, and Australia, and owns office buildings and warehouses with significant floor space in Poland.

Tax advice relating to the transaction was provided by Leszek Tokarski (partner), Krzysztof Rembierz (partner), and Jakub Grzyb (senior associate).

“We would like to thank Ghelamco for the opportunity to cooperate on another real estate transaction, characterised by an impressive sale value, making it one of the largest transactions recorded this year on the office market in Central and Eastern Europe. We would like to thank the client for their trust and congratulate all of the parties involved,” says Leszek Tokarski, partner heading the tax practice at Rymarz Zdort Maruta.

We are pleased to announce that we advised NEO Hospital, a Polish medical group specialising in robotic surgery, on a transaction involving Spire Capital Partners’ investment in the group.

As a result of the transaction, Spire Capital Partners became a significant minority shareholder of NEO Hospital. The transaction is designed to support the continued growth and development of NEO Hospital’s modern healthcare model, which is based on technology, high quality services and clinical expertise.

NEO Hospital Group is the owner of Kliny Hospital in Kraków, one of the most modern private hospitals in Poland, and a provider of robotic surgical services to hospitals nationwide.

Spire Capital Partners is a private equity fund specialising in investments in majority stakes (lower mid-cap buy-outs) in software, e-commerce and tech-enabled service companies.

We would like to thank NEO Hospital for the opportunity to participate in this transaction and wish it good luck on the implementation of its strategy aimed at the development of innovative solutions and modern medical technologies on the Polish healthcare market.

The transaction team included Małgorzata Deruś (counsel) and Szymon Rutecki (associate).

We are pleased to announce that we advised Spire Capital Partners, a private equity fund investing in software, e-commerce and tech-enabled service companies, on its exit from and the sale of its stake in Thulium sp. z o.o., a provider of multi-channel customer support software in the subscription model (CCaaS) for small and medium-sized companies, to SALESmanago.

Founded in 2006, Thulium sp. z o.o. helps service and support departments to manage customer communication effectively. The Thulium system organises multi-channel service processes (phone calls, emails, chats, Whatsapp, Facebook Messenger, etc.), improves customer satisfaction and builds customer loyalty. Spire Capital Partners had owned a controlling stake in Thulium since 2022, when it acquired a 70% stake in the company.

“We sincerely thank Spire Capital Partners for their trust and are delighted that we were the firm entrusted with handling their first exit, which proved to be very successful. We would like to congratulate all of the involved parties and advisors,” says Paweł Zdort, managing partner at Rymarz Zdort Maruta.

Spire Capital Partners is a private equity fund specialising in investments in majority stakes (lower mid-cap buyouts) of software, e-commerce and tech-enabled service companies. Its founders are business partners who together have more than 30 years of experience in the private equity market and a proven track record of building value in digital economy entities.

SALESmanago is the leading customer engagement platform in the European market and is owned by two private equity funds, Perwyn and SilverTree Equity.

The transaction team included Paweł Zdort (managing partner), Małgorzata Banaszkiewicz (senior associate) and Magdalena Mentrak (associate).

We are pleased to announce that we represented Centralny Port Komunikacyjny sp. z o.o. (“CPK”) before the National Chamber of Appeals in sectoral procurement proceedings conducted under the competitive dialogue procedure entitled “Construction of a passenger terminal with equipment, technical infrastructure and land development” as part of the investment project entitled “Construction of the Central Communication Port with equipment and facilities necessary for its operation”, procedure No.: FZA.2510.8.2025/MK/21.

The subject of the appeal proceedings was eight appeals concerning the description of needs and requirements in the tender documentation, in relation to which nearly fifty motions were submitted to join the proceedings. The appellants made several dozen allegations concerning, in particular, the conditions for participation in the proceedings and the selection criteria. In the course of the appeal proceedings, some of the appeals were withdrawn as a result of changes made to the contract documents by CPK, while the remaining appeals were dismissed in their entirety by the National Chamber of Appeals in its judgment of 21 July 2025.

The law firm’s services included recommendations on amendments to the tender documents, preparation of responses to appeals, and representation at the hearing.

This positive judgment will enable CPK to continue the proceedings in accordance with the original assumptions. The next stage of the proceedings will be a competitive dialogue, to which a maximum of five contractors who meet the conditions for participation and obtain the highest number of points under the selection criteria will be admitted.

The construction of the CPK passenger terminal is one of the largest infrastructure investments in Poland in decades, and the project itself is one of the largest (in terms of estimated contract value) construction projects in Poland.

We would like to congratulate the lawyers from our Public Procurement practice who participated in this project on their impressive success: Bartłomiej Wachta (partner), Michał Nawrocki (senior associate) and Kacper Wróblewski (associate).

We are pleased to announce that we are advising W.KRUK, a member of the VRG Capital Group, on the acquisition of a 100% stake in the well-known jewellery brand Lilou. Based on the transaction documentation signed on 8 July 2025, W.KRUK, through its subsidiary WK SPV, will acquire Lilou sp. z o.o., Bellver MYVOG Family Foundation sp.k., Lilou Online Shop sp. z o.o. sp.k., Lilou Retail sp. z o.o. sp.k., and Logistics Retail sp. z o.o. sp.k., or a single entity to be created from the merger of the above.

“The completed transaction is not only a success for our team, but also an expression of the trust placed in us by clients in the retail industry. It is further evidence of the strong and consistently built position of our law firm as a leader in legal advice in the retail sector. We are proud to have played a key role in a project that strengthens our presence in this dynamic market segment” – says Dr Jakub Zagrajek, partner in the corporate department of Rymarz Zdort Maruta.

The closing of the transaction is conditional, among other things, on obtaining the consent of the President of the Office of Competition and Consumer Protection.

The acquisition of the Lilou group is another step in the realisation of the VRG Group’s vision of development, which involves strengthening its brand portfolio through acquisitions of complementary entities.

W.KRUK is the oldest jewellery brand in Poland. The origins of the brand date back to 1840, when its first jewellery factory was established in Poznań. Its offer also includes renowned watch brands.

VRG S.A. is a Polish clothing and jewellery group. It owns, among others, the W.KRUK, Vistula, Bytom, Wólczanka and Deni Cler Milano brands.

The transaction team comprises Dr Jakub Zagrajek (partner), Dr Paweł Mazur (counsel) and Przemysław Nycz (associate). In addition, Iwona Her (partner) and Tomasz Kordala (counsel) are providing advice on antitrust aspects, while Michał Matysiak (senior associate) is advising on intellectual property law aspects.

We are pleased to announce that we advised LuxVet Group on raising financing from the following new investors: Cheyne Strategic Value Credit, owned by the global leader in the alternative investment sector, Cheyne Capital; as well as Petcare Growth, a fund managed by 1 Asset Management, an investor in the largest network of veterinary clinics in the Baltics.

Raising funding from these investors will enable LuxVet Group’s further development in Central and Eastern Europe, which will include developing veterinary facilities, and increasing the quality of services provided by investing in modern medical equipment and development and training programmes for veterinarians, technicians and administrative staff.

LuxVet Group is one of the largest veterinary networks in Central and Eastern Europe. LuxVet Group integrates and develops the veterinary industry in Central and Eastern Europe by way of a flexible, partnership business model that takes into account the past achievements of  the entities it has integrated into its group.

The transaction team consisted of Paweł Zdort (managing partner), Małgorzata Deruś (counsel), Magdalena Mentrak (associate) and Przemysław Nycz (associate). The financing aspects were handled by a team comprising Adrian Więsław (senior associate), Augustyna Porzucek (associate) and Lidia Niebieszczańska (associate).

We are pleased to announce that we have advised Vectra Group, a leading provider of telecommunications services and the largest cable operator in Poland, on a preliminary agreement for the sale to Polski Światłowód Otwarty (PŚO), the largest exclusively wholesale broadband network operator in Poland, of part of the telecommunications infrastructure through the acquisition of 100% of the shares in its subsidiary Elsat.

The transaction will include a network reaching approximately 2.3 million homes, mainly in HFC and FTTH technology. However, the transaction is subject to the fulfilment of certain conditions, including the approval of the relevant competition authorities as regards concentration matters’.

The Vectra Group is a leading Polish provider of fixed-line internet and television services, with coverage of approximately 4.2 million households, providing services in over 1.5 million homes.

Polski Światłowód Otwarty is the largest purely wholesale telecommunications operator in Poland, with 4.1 million households within reach of its broadband network.

The transaction team included Jacek Zawadzki (partner), Aleksander Jakubisiak (senior associate) and Przemysław Nycz (associate). Iwona Her (partner) and Tomasz Kordala (counsel) advised on antitrust aspects, and Piotr Zawacki (partner) and Maciej Kostrzewski (counsel) advised on tax matters.

We are pleased to announce that we have provided legal, transactional and regulatory advisory services to Bank Handlowy w Warszawie S.A., in connection with the sale of the retail banking segment to VeloBank S.A. The transaction will be finalised once the required regulatory approvals have been received and the so-called operational readiness has been achieved, which is expected in mid-2026.

Bank Handlowy w Warszawie is the oldest commercial bank in Poland and one of the oldest continuously operating banks in Europe. Since 2001, the bank has been part of the global financial institution Citi and operates in Poland under the Citi Handlowy brand.

VeloBank is among the top ten largest banks in Poland. It offers modern financial solutions for individual clients, private banking, the SME sector, large companies and corporations, as well as public sector institutions.

“We would like to sincerely thank our client for their trust and we are pleased to have been able to participate in the transaction, which is not only an important step in the implementation of the strategic goal of strengthening Citi Handlowy’s market position in institutional banking, but also one of the largest M&A events on the banking market in Poland. We congratulate all parties involved and the advisors” says Łukasz Gasiński, partner co-head of the financial sector regulation practice at Rymarz Zdort Maruta.

The transaction team consisted of Paweł Rymarz (managing partner), Łukasz Gasiński (partner), Katarzyna Łukaszewicz (partner), Jacek Zawadzki (partner), Diana Sofu (counsel), Szymon Cieniawski (counsel), Kinga Duda (senior associate), Szymon Rutecki (associate). The team was supported by: Adam Puchalski (partner), Piotr Zawacki (partner), Weronika Papucewicz (counsel), Tomasz Kordala (counsel), Tomasz Bąkowski (senior associate), Jakub Grzyb (senior associate), Aleksander Jakubisiak (senior associate), Jakub Szewczak (senior associate), Adam Drgas (associate), Justyna Niezgoda (associate).

We are pleased to announce that we advised AEREF V PL Inwestycje sp. z o.o., a company in the Ares Management Corporation group, which is the main shareholder of Murapol S.A. (the “Company”), as part of the ABB (accelerated book-building) transaction for the sale of the Company’s listed shares on the Warsaw Stock Exchange.

The Joint Bookrunners were Erste Securities Polska, Pekao Investment Banking, Bank Polska Kasa Opieki – Biuro Maklerskie Pekao, Banco Santander and Santander Bank Polska – Santander Biuro Maklerskie.

The original purpose of the transaction was to sell 6,120,000 Murapol shares representing approximately 15% of the Company’s share capital, but due to significant demand expressed by many Polish and foreign investors, the number of shares for sale was increased from 15% to 20% of the Company’s share capital, ultimately amounting to 8,160,000 shares.

The offer was addressed exclusively to selected investors meeting certain criteria, i.e. institutional (qualified) investors or investors who purchased securities for a total amount of at least EUR 100,000. The sale price per share was set at PLN 38 and the total value of the transaction was approximately PLN 310 million.

The Murapol Group is active in property development in Poland’s largest cities. Its main area of activity is the development of residential projects in the popular and premium popular segments.

The work of the Rymarz Zdort Maruta team was led by the partners responsible for the equity capital markets practice, Paweł Zdort (managing partner) and Filip Leśniak (partner), who, together with Maciej Kowalski (senior associate), led the day-to-day work on the transaction. The team also included Bartosz Brudek (paralegal).

We are pleased to announce that we advised GIA Investments on the conclusion of a preliminary agreement for the sale of 100% of the shares in five entities: Polska Grupa Brokerska sp. z o.o., International Brokers Group sp. z o.o., BD Advisory and Assistance sp. z o.o., GSU Centrum Usług Wspólnych sp. z o.o. and GSU Polisa sp. z o.o. to MJM Holdings “MJM Group”. The transaction will be finalised upon obtaining consent from the Office of Competition and Consumer Protection (UOKiK).

The acquisition of the GIA Investments entities will strengthen the MJM Group’s position in group life insurance and employee benefits, its own distribution network, long-standing brokerage and agency know-how and annual premiums in excess of PLN 410 million.

GIA Investments is a holding company of one of the largest brokerage and agency groups in Poland. GIA Investments handles in excess of PLN 410 million in annual premiums, specialising primarily in life insurance and assistance.

MJM Holdings is a leading company in the insurance distribution segment on the Polish market. The MJM Group includes brands such as Attis Broker, Smartt Re, MJM Brokers, MJM Risk Management and Leadenhall Insurance.

The work of the transaction team was led by Jakub Zagrajek (partner) and included Szymon Rutecki (associate) and Patrycja Gliwka (associate). Tax advice was provided by Piotr Zawacki (partner) and Maciej Kostrzewski (counsel).