Category: Deals and projects

We are pleased to announce that we advised Arcus Infrastructure Partners (“Arcus”), an infrastructure fund, on the purchase of FixMap sp. z o.o. (“FixMap”), a Polish fibre-to-the-home business. As a result of the transaction, Arcus European Infrastructure Fund 3 SCSp acquired a majority shareholding in the Company, while its founder, Piotr Muszyński, retained a minority interest and the position of President of the Management Board.

Arcus Infrastructure Partners is an independent fund manager focused solely on long-term investments in European infrastructure. This is Arcus’ third direct FTTH investment, and its purpose is to increase the value of the Company through asset management, particularly in relation to the Company’s existing operations, and to support continued growth using a buy-and-build strategy.

FixMap is a company founded in 2018 by Piotr Muszyński, a manager with experience in boththe telecommunications industry and business consulting. The Company pursues a buy-and-build strategy through M&A activity, with the objective of consolidating the fragmented Polish FTTH market. FixMap’s networks are primarily located in semi-rural areas of Poland, where population and housing density is relatively low and there is limited access to high-speed broadband services. These areas have been the main beneficiaries of the Polish government’s subsidy programmes to support the funding of greenfield fibre deployment.

The transaction team was led by Dr Jakub Zagrajek (partner), who was supported by Patrycja Gliwka (associate). The antitrust aspects of the transaction were supervised by Iwona Her (partner), supported by Irmina Wątły (counsel), Karolina Chudy (associate) and Justyna Niezgoda (associate). Marek Kanczew (partner) provided labour law assistance, and Karolina Bąkowska (counsel) co-ordinated the advice on real estate law aspects.

We are pleased to announce that we advised AFI Europe, an international investor operating office, commercial, and residential projects in Central and Eastern Europe, on the purchase from Develia S.A., with its registered office in Wrocław, of land with an area of 5.5 thousand square meters located at ul. Kolejowa in Wrocław, to be developed with a 13-storey PRS office building. A previously empty plot of land developed with a multi-storey car park that was demolished a dozen years ago has a chance of becoming an interesting and functional investment in the very centre of Wrocław. 

The preliminary conditional sale agreement was signed on 20 August 2024 and the transaction itself is expected to be completed by the end of 2024. The sale price of the land was set at PLN 50.5 million. 

AFI Europe is an international investor and developer operating in key cities of Central and Eastern Europe. Its diversified portfolio includes office, commercial, residential properties and multi-purpose projects. In addition, the company is developing the AFI Home brand, under which it offers residential units as part of a comprehensive accommodation service. 

Develia S.A. is a group of development companies implementing residential and commercial investments in the largest cities in Poland.

The project was supervised by Piotr Fedorowicz, partner and the head of the real estate practice. The project team comprised Tomasz Karkowski (senior associate), Karol Wojtkowski (associate) and Marcin Banak (associate).

We are pleased to announce that we advised StudentSpace, a platform for private dormitories launched by Signal Capital Partners, Griffin Capital Partners and Echo Investment, on the purchase of land for a new project involving the construction of a private student dormitory (Purpose-Built Student Accommodation) in Kraków.

Designed to accommodate 630 students, the new dormitory will be located on aleja 29 Listopada, in a quickly developing post-industrial district of Kraków situated near the Hugo Kołłątaj University of Agriculture, with excellent transport connections to other universities in Kraków.

Echo Investment will develop the project. It has already obtained the necessary building permits and commenced preparatory work. The building is to be completed before the beginning of the 2025-2026 academic year.

Legal advice on the transaction was provided by Piotr Fedorowicz (partner and the head of the real estate practice), Karolina Bąkowska (counsel) and Agnieszka Jabłońska – Zachwieja (associate).

We are pleased to announce that we advised Trademarc Property Fund on the sale of a 37,590 sqm Built-to-Suit (BTS) warehouse located in Teresin, west of Warsaw. The buyer and the transaction amount have not been disclosed.

The entire property is leased out to a distributor of globally recognised FMCG brands, small domestic appliances, and HoReCa products. Completed in cooperation with Panattoni, the building was tailored to the tenant’s needs. The tenant also co-invested in the warehouse by furnishing it with an automated sorting system and contributing towards roof enhancement for a PV installation.

Trademarc Property Fund is a logistics platform co-owned and managed by Griffin Capital Partners. Its portfolio comprises three projects situated in key locations providing access to the Warsaw agglomeration, including the airport. The portfolio’s total leasable area amounts to approximately 184,000 sqm, 126,000 sqm of which constitutes active projects and the remaining 58,000 sqm is an area with development potential.

Legal advice on the transaction was provided by Piotr Fedorowicz (partner and the head of the real estate practice) and Karolina Bąkowska (counsel).

We are pleased to announce that we advised Reikon Games (the “Studio”) on the sale of the adaptation rights to the “Ruiner” game to Universal Pictures (“Universal”). Our services involved advising on many aspects of granting rights to use various types of intellectual property. We provided comprehensive legal support in the transaction, which included advising on the negotiation and execution of the sale agreement entered into by the parties.

As a result of the deal, “Ruiner” will add to Universal’s portfolio of movie titles as its newest computer game adaptation, which will stand alongside two other productions in the segment, “The Super Mario Bros. Movie” and “Five Nights at Freddy’s”, both of which brought commercial success to Universal in 2023.

Reikon Games is a Warsaw-based independent game development studio established in 2014. Published in 2017, “Ruiner” was the Studio’s first project. From the very beginning, it received a great deal of positive feedback, and not only just from gamers, but also from reviewers and the global game development community. “Ruiner” attracted more than 4 million players worldwide, and it received 90% positive reviews on the STEAM platform, thus ensuring the Studio’s immediate elevation to the top tier of game developers upon its market debut. The success of the “Ruiner” game is also evidenced by its ports available on PlayStation, Xbox and Nintendo consoles.

Universal Pictures (original name: Universal City Studios LLC) is a US film producer and distributor known for many blockbusters such as “The Fast and the Furious”, “Jurassic Park”, “Shrek”, “Gladiator” and “Bridget Jones’s Diary”. 

The legal advice was provided by the Video Games & Entertainment team headed by Michał Pękała (partner). Other members of the team included Paweł Szorc (senior associate), Michał Matysiak (senior associate) and Aleksandra Modzelewska (senior associate).

We are pleased to announce that we advised Paweł Kapłon and KAN sp. z o.o. (the “Company”), the owner of Tatuum, a fashion brand from Łódź, in the management buyout of the existing shareholders of the Company by Paweł Kapłon and in refinancing the Company’s debt.

The EUR 20 million debt financing for the management buyout will be provided by AMC V Venus SARL, a fund managed by Accession Capital Partners (“ACP”).

Our assistance included providing comprehensive support for the Company in connection with obtaining new financing from BNP Paribas Bank Polska S.A. to refinance the Company’s existing debt, and in connection with ACP providing mezzanine financing for the management buyout of the shareholders and stockholders of the Company’s group by Paweł Kapłon. We also advised on the implementation of the target ownership structure of the group.

Once Paweł Kapłon has taken full control of the Company, his plans are to increase its brand recognition in Europe by further developing its physical store and e-commerce sales, increasing revenue generated abroad, and attracting a major industry investor in the future.

The transaction team included Paweł Zdort (managing partner) and Diana Sofu (senior associate). Legal assistance in obtaining financing was provided by Jerzy Rostworowski (counsel), with the support of Engjell Sokoli (associate) and Maksymilian Kaszubowski (associate) under the supervision of Dr Jakub Rachwol (partner). The antitrust aspects of the transaction (obtaining the approval of the President of the Office of Competition and Consumer Protection) were supervised by Iwona Her (partner) and Irmina Wątły (counsel).

We are pleased to announce that we advised on the legal aspects of a pioneering cross-border conversion of a Dutch B.V. company into a Polish limited liability company (spółka z o.o.). This was one of the first cross-border conversion processes ever finalised in Poland.

On 15 September 2023, certain new regulations came into force in Poland whereunder Polish companies can change their legal forms and simultaneously transfer their registered offices to other EU member states, while companies based in other EU member states are allowed to transfer their registered offices to Poland.

This was the first conversion deal in the history of our practice, and we performed it in cooperation with the Dutch branch of a leading international law firm. Despite the rather large amount of documentation in multiple languages, the entire conversion process on the Polish side went very smoothly.

“We are delighted to have the opportunity to participate in such innovative projects and to see that our clients are increasingly bolder in reaching for new solutions. Taking advantage of new legislation is always a big challenge, especially given the lack of related practice and jurisprudence and that very few studies on the subject can be found in the legal doctrine. Conversion is a complex and challenging process, but, if performed correctly, it guarantees benefits and new business opportunities”, said Dr Marek Maciąg, the head of the corporate & commercial advisory team of Rymarz Zdort Maruta.

Our transaction team comprised Dr Marek Maciąg (partner) and Aleksandra Pustiowska (senior associate).

We are pleased to announce that we represented SFS Ventures, based in Prague, in the process of the sale of a 49% stake in Eurozet to Agora. This is the final stage of an investment process on which Rymarz Zdort Maruta had been advising from the very beginning. The process commenced in February 2019 with the acquisition from Czech Radio Center by SFS Ventures and Agora of stakes representing 60% and 40% of the shares in Eurozet, respectively. At the same time, SFS Ventures and Agora entered into a shareholders’ agreement regarding Eurozet that regulated in detail, among other things, the rules for SFS Ventures’ exit from the investment, including the possibility of Agora purchasing the stake held by SFS Ventures.

In performance of the shareholders’ agreement, in February 2023, SFS Ventures sold an 11% stake in Eurozet to Agora. This stage of the transaction was effected after Agora obtained unconditional approval to acquire control of Eurozet. As a result, Agora’s stake in Eurozet increased from 40% to 51%, while SFS Ventures’ stake decreased from 60% to 49%.

SFS Ventures has now sold its remaining 49% stake in Eurozet to Agora, ending its investment in the company. The sale price for such 49% stake in Eurozet amounted to EUR 38,750,000.

“Our sincerest congratulations to all of the parties involved on the completion of a transaction of such magnitude! It was and will continue to be significant not only for business reasons, but also because of its positive impact on media pluralism in Poland“, said Dr. hab. Łukasz Gasiński. “It was a great honour for us to work on such an interesting and multi-faceted project, which was precedent-setting for the Polish market“, added Dr. Adam Puchalski.

The transaction team included Dr. hab. Łukasz Gasiński (partner), Dr. Adam Puchalski (counsel) and Adrian Więsław (senior associate).

We are pleased to announce that we provided legal services to Mirbud S.A. (the “Company“), and Ipopema Securities S.A., acting as sole Global Coordinator and Bookrunner, in an ABB (accelerated book-building) transaction concerning the Company’s primary public share issuance (via private placement).

As a result of the issuance of shares representing 19.99% of its share capital, the Company raised PLN 201.8 million (gross). The issue price of the shares was set at PLN 11, which represented only a 0.9% discount on the closing price from the date the transaction was announced (i.e. 10 June 2024). The share price grew by 15.0% between the launch of the transaction and the completion of the bookbuilding process.

Mirbud S.A. will use the capital raised to continue its key development projects, such as the development of its railway infrastructure construction and road infrastructure construction divisions.

The work of Rymarz Zdort Maruta’s team was managed by Filip Leśniak (a partner and co-head of the Equity Capital Markets practice), and the team also comprised Karolina Kłos (senior associate) and Bartłomiej Skwarliński (associate).

We congratulate Mirbud S.A., and in particular Paweł Korzeniowski and Anna Więzowska, as well as the entire Ipopema Securities S.A. team led by Dariusz Giej and Izabela Mikołajczyk, on the successful share issuance, and we thank them for their exemplary cooperation.

We are pleased to announce that we advised on the Polish law aspects of the acquisition of 100% of the shares in Power Solutions Poland by Arabelle Solutions, a French subsidiary of the Electricité de France Group (the “EDF Group”), from GE Power sp. z o.o. The buyer’s lead legal counsel was Freshfields Bruckhaus Deringer.

The transaction took place as part of the EDF Group’s acquisition of GE Vernova’s steam nuclear activities covering conventional island equipment for nuclear power plants. The deal will position the buyers as acquirers of technologies and competencies essential to the nuclear industry and to European energy security.

The EDF Group is a key player in the field of energy transition. It is an integrated energy company that is active in all areas of the energy sector: energy generation, transmission, distribution, supply and trading, as well as energy-related services.

Arabelle Solutions is a subsidiary of the EDF Group and a market leader in technologies and services related to turbine islands of nuclear power plants.

GE Power, which is a part of GE Vernova, is a global energy leader that provides technologies, solutions and services for the entire energy value chain, from the point of generation to consumption.

The transaction team comprised Paweł Rymarz (managing partner), Małgorzata Banaszkiewicz (senior associate) and Szymon Rutecki (associate).