Category: Deals and projects

We are pleased to announce that we advised Symfonia, a leading provider of business process management software, on the acquisition of inEwi, a company specialising in the development of time, attendance and roster planning software, as well as in the management of electronic workflow related to absences and business trips.

The transaction represents an important step in the implementation of the Symfonia Group’s development strategy, which involves growth both organically and through acquisitions. The acquisition of inEwi enables Symfonia to extend its offer by offering modern tools supporting the digitisation of HR and payroll processes and increases its competitiveness in the market of SaaS solutions for the SME sector. The inEwi brand will remain present on the market and its teams will strengthen the Symfonia Group’s structure, which will enable the smooth integration of inEwi’s solutions into the Group’s portfolio.

Symfonia is a portfolio company of Mid Europa Partners and Accel-KKR, focusing on the development of business process management tools. It cooperates with more than 200 partners, industry organisations and NGOs.  Its portfolio includes solutions for financial, accounting, HR, payroll, sales, production and warehouse management.

The transaction team included Jacek Zawadzki (partner), Szymon Rutecki (associate) and Małgorzata Banaszkiewicz (senior associate).

We are pleased to announce that we advised Erste Group, a leading financial services provider in the eastern part of the European Union, on the acquisition of a 49% stake in Santander Bank Polska S.A. and a 50% stake in Santander Towarzystwo Funduszy Inwestycyjnych S.A. from Banco Santander S.A., for a total cash consideration of EUR 7.0 billion. This transaction, involving Poland’s third-largest bank, not only marks the largest deal in the Polish market to date in terms of value but also stands as the largest cross-border M&A in the European banking sector in the past 21 years.

“We sincerely thank Erste Group for their trust and for giving us the opportunity to participate in this monumental transaction. We congratulate our client on the consistent implementation of its growth strategy and expansion into one of the most dynamic and profitable banking markets in Europe. The EUR 7 billion value of this deal exceeds the average annual total of M&A transactions in the Polish market over the past two years, which amounts to approximately EUR 6 billion. We are grateful and proud to have been part of this achievement,” — says Jacek Zawadzki, partner in the M&A department of Rymarz Zdort Maruta law firm.

The transaction is expected to be finalized in the fourth quarter of 2025, pending regulatory and antitrust approvals. The work was led by Jacek Zawadzki (partner), supported by Paweł Mazur (counsel) and Aleksander Jakubisiak (senior associate). Our team also included Łukasz Karasek (counsel), Szymon Cieniawski (counsel), Adam Puchalski (partner), Magdalena Kos (associate), Michał Matysiak (senior associate), Tomasz Kordala (counsel), Julia Kosiniak (associate), Mikołaj Pugowski (associate), Natalia Andrzejczak (associate) and Adam Drgas (associate). Łukasz Gasiński (partner) and Katarzyna Łukaszewicz (partner) provided advice on certain regulatory matters.

We are pleased to announce that we advised Finnish energy group Fortum on the conclusion of an agreement for the acquisition of Orange Energia, a subsidiary of Orange Polska engaged in the sale of electricity to end users, including households and small and medium-sized enterprises. The value of the transaction is expected to ultimately amount to approximately PLN 120 million. As a result of the transaction, Fortum will acquire one of the largest independent energy suppliers in Poland.

The transaction is subject to approval by the Office of Competition and Consumer Protection and is expected to be finalised in the second half of this year. The acquisition of Orange Energia is in line with Fortum’s strategic priorities, which include providing reliable and clean energy, and supporting the decarbonisation of customer processes and the transition to clean energy.

Fortum is the largest energy supplier in the Nordic region, serving more than two million customers. It is also one of the cleanest energy producers in Europe, with 98 percent of Fortum Group’s energy generation based on renewable sources and nuclear power plants.

Orange Energia is one of the largest independent energy suppliers in Poland, where it serves approximately 130,000 customers.

The transaction was overseen by Paweł Zdort (managing partner) and Marek Durski (partner heading our Energy & Natural Resources practice).

The transaction team included Łukasz Lech (partner), Klaudia Kasztelewicz (senior associate), Andrzej Granat (senior associate) and Aleksandra Modzelewska (senior associate).

The antitrust aspects of the transaction were overseen by lawyers from our Competition/Antitrust practice, including Iwona Her (partner), Tomasz Kordala (counsel) and Justyna Niezgoda (associate).

We are pleased to announce that we advised Erste Group Bank AG, acting as the sole bookrunner, and Erste Securities Polska S.A., acting as the Polish offering agent, in connection with the accelerated book-building process of shares in Vercom S.A.

The purpose of the accelerated book building was to sell 2,685,500 shares in Vercom listed on the Warsaw Stock Exchange. The shares were sold by Lithuanian shareholders: Ignas Rubežius, Ilma Nausedaite and Ad Hoc Technologijos, UAB, and represented a total of approximately 12.08% of Vercom’s share capital.

The offer was addressed to selected investors meeting certain criteria, i.e. institutional (qualified) investors or investors purchasing securities with a total value of at least EUR 100,000 per investor. The sale price per share was set at PLN 110 and the total value of the transaction amounted to nearly PLN 300 million.

Vercom S.A. creates global communication services using the SaaS model that enable customers to build relationships with their audiences through various channels, including SMS, email and push.

The Rymarz Zdort Maruta team was headed by Filip Leśniak (a partner and a co-head of the equity capital markets practice), who handled the day-to-day transactional work together with Maciej Kowalski (senior associate). The team also included Bartosz Brudek (paralegal).

We are pleased to announce that we advised the furniture retail chain XXXLutz on the acquisition of the Polish furniture group Black Red White (“BRW”). XXXLutz Group first invested in BRW in mid-2022, buying out half of the shares in BRW. As a result of this recent transaction, the XXXLutz Group is set to acquire the remaining 50% of the shares and gain full control of BRW. The acquisition of the shares is still subject to the approval of the relevant competition authorities.

XXXLutz Group operates more than 370 furniture shops in 14 European countries and employs more than 27,100 people. With an annual turnover of EUR 6 billion, XXXLutz is one of the largest furniture retailers in the world.

Black Red White is Poland’s largest furniture group and is a manufacturer and distributor of furniture and home furnishings with an approximately 20% share of the Polish market in terms of sales value.

The transaction team was led by Magdalena Pyzik-Waląg (managing partner) and included Dr Paweł Mazur (counsel), Maciej Wiśniewski (senior associate), Joanna Ksepko (associate) and Sebastian Stępiński (associate).

We are pleased to announce that we have advised a long-standing client of ours, a dynamically developing logistics platform on the Polish market, on the sale transaction to a real estate investment fund management company of two Class A logistics facilities with a total area of 78,486 sq m located in Pruszcz Gdański.

Located in the fast-growing urban area of the Tricity, the properties – whose main tenant is one of the largest clothing retailers in Central and Eastern Europe – represent best-in-class real estate in a highly sought-after distribution location (adjacent to the S6/S7 ring road), making the facilities perfectly suited to the needs of modern logistics.

“We foresee a moderate increase in activity in the logistics industry in 2025, as well as new challenges ahead for the sector itself. However, Poland has great potential to become a key logistics hub in Europe, and we are delighted to have the opportunity to participate in a transaction involving best-in-class logistics assets in Poland. We would like to thank our client for their trust and the opportunity to take part in another interesting project,” – says Piotr Fedorowicz, partner in charge of the real estate practice.

The work of the transaction team was led by Piotr Fedorowicz. The team included Tomasz Karkowski (senior associate) and Agnieszka Jabłońska-Zachwieja (associate).

We are pleased to announce that we advised Medola Centrum Medyczne sp. z o.o., a subsidiary of Jutro Medical sp. z o.o., on the acquisition facility provided by mBank S.A. The financing will support the strategic expansion and acquisition of clinics, enhancing access to high-quality healthcare services and strengthening the company’s market position.

Jutro Medical is an innovative Polish healthcare company that combines modern technology with traditional medical care, offering comprehensive primary healthcare services both online and in state-of-the-art clinics. Through its dedicated mobile application, patients can remotely consult with doctors, schedule appointments, and manage their medical records, enhancing communication and improving the quality of care. Since opening its first clinic in Warsaw in July 2020, Jutro Medical has been rapidly expanding, gaining the trust of thousands of patients.

The team was led by dr Jakub Rachwol, partner co-heading the Banking & Finance practice, and included associates Filip Książczak and Augustyna Porzucek from the Banking & Finance practice.

We are pleased to announce that we advised Innova Capital on the acquisition of Punkta Group, a corporate insurance distribution and services company.

Upon the completion of the transaction, Punkta Group will be renamed ISON Group. ISON is one of the most respected insurance service providers in Poland. The investment was also supported by the European Bank for Reconstruction and Development.

Innova Capital is an independent private equity adviser operating from Poland and investing in majority buyouts in mid-sized enterprises doing business in Central and Eastern Europe. Since its inception in 1994, Innova Capital has invested close to EUR 1.5 billion in almost 80 companies across 10 countries in the region. Innova was recognized by the Polish Private Equity and Venture Capital Association (PSIK) as PE Management Firm of the Year 2023 & 2024.

ISON Group (formerly Punkta Group) is a group founded in 1995 as BIK Brokers that has undergone significant transformation due to aggressively seeking to enter other segments of the insurance services sector, as well as international expansion. It is currently one of the leading independent insurance brokerage groups in Poland and is responsible for an aggregate GWP of over PLN 500 million for corporate clients. 

“We would like to sincerely thank the client for their trust and the opportunity to work together on this significant transaction, which transaction marks what is only the beginning of Innova Capital’s expansion in the growing and consolidating insurance distribution and complementary services sector in the CEE region. We would like to congratulate all of the involved parties and their advisors” – says Jacek Zawadzki, a partner in the M&A department of the law firm of Rymarz Zdort Maruta.

The work of the transaction team was led by Jacek Zawadzki (partner). The transaction team consisted of Aleksander Jakubisiak (senior associate), Małgorzata Banaszkiewicz (senior associate) and Magdalena Kos (associate).

Advice on seeking the consent of the President of the Office of Competition and Consumer Protection to the transaction was provided by a team composed of Iwona Her (partner) and Karolina Chudy (associate), and IP-related matters were handled by Aleksandra Modzelewska (senior associate).

We are pleased to announce that we have advised Innova Capital, a fund, on the acquisition of a majority stake in ProService Finteco Sp. z o.o. (“ProService Finteco”), a leading provider of fund management solutions, and a 50% stake in Investment Funds Depositary Services S.A. (“IFDS”), which specialises in brokerage activities and the provision of depositary services for closed investment funds in Poland. The previous owners of ProService Finteco were funds managed by Oaktree Capital Management, L.P. (Oaktree) and Cornerstone Investment Management.

The transaction is an important step in the implementation of Innova Capital’s investment strategy focused on supporting high-growth companies operating in key sectors of the economy. Innova Capital intends to support the growth of both companies by focusing on acquiring new clients, expanding its offering with innovative technology solutions and expanding into the markets of Central and Eastern Europe.

“We congratulate Innova Capital on the completion of another investment. We are grateful to have had the opportunity to participate in such a significant project and to support our client as a legal advisor,” says Jacek Zawadzki, partner in the corporate department of Rymarz Zdort Maruta.

Innova Capital is an independent private equity advisor operating in Poland and investing in mid-sized companies with operations in Central and Eastern Europe. Since its establishment in 1994, Innova Capital has invested more than EUR 1.2 billion in nearly 70 companies located in 10 countries in the region.

ProService Finteco delivers technology-driven services and solutions for investment and pension funds, insurance companies, and banks. The company supports the distribution of financial products and services, providing comprehensive operational and technological support.

IFDS specialises in depositary services for investment funds in Poland. As part of its brokerage activities, the company focuses on receiving and transmitting orders, as well as executing over-the-counter transactions on behalf of investment funds.

The work of the transaction team was led by Jacek Zawadzki (partner). The transaction team consisted of Małgorzata Banaszkiewicz (senior associate), Aleksander Jakubisiak (senior associate), Paweł Mazur (senior associate), Szymon Rutecki (associate), Magdalena Mentrak (associate), and Przemysław Nycz (associate).

The finalisation of the transaction is subject to regulatory approvals, including the approval of the Office of Competition and Consumer Protection and the Financial Supervision Authority for the acquisition of 50% of IFDS shares. Advice on the proceedings to obtain the approval of the Office of Competition and Consumer Protection is provided by a team consisting of Iwona Her (partner), Kamil Bułakowski (senior associate) and Karolina Chudy (associate). Advice in respect of proceedings to secure a non-objection to the acquisition of 50% of the shares in IFDS is provided by Adam Puchalski (partner), Szymon Cieniawski (senior associate), Adam Drgas (associate) and Julia Kosiniak (associate).

We are pleased to announce that we advised mBank S.A. on VAT financing that was made available to project companies of SUSI Partners, acting on behalf of SUSI Energy Transition Fund and its portfolio company, Luneos Green Energy. The purpose of the financing was to finance VAT payables in connection with the construction of a portfolio of solar power farms in Poland, with a total capacity of approximately 157 MW. Our advice also covered inter-creditor relations between mBank and P Capital Partners, a Swedish private credit investor that provided financing for the net project costs and the construction of the portfolio.

SUSI Partners is an independent, specialist investment manager providing institutional investors with access to mid-market private infrastructure opportunities arising from the global energy transition. With over 15 years of activity and more than EUR 2.1 billion investor capital raised to date, the firm has a proven track record in the scope of energy transition investments, achieving attractive risk-adjusted returns for its clients and their beneficiaries while contributing meaningfully to global climate change mitigation efforts.

Our team was led by Marcin Gruszka (counsel), and included Maksymilian Kaszubowski (associate), Filip Książczak (associate) and Lidia Niebieszczańska (associate) from the Banking & Finance practice. The transaction was supervised by Dr Jakub Rachwol, a partner co-heading the Banking & Finance practice.