Month: November 2021

Rymarz Zdort advised Polski Bank Komórek Macierzystych S.A. (“PBKM”) on a voluntary public offering to exchange shares in PBKM for shares in Vita 34 based on an agreement signed in May 2021 concerning the business combination of PBKM and Vita 34.

The transaction was the first cross-border exchange offer in Poland carried out by a German company for a Polish listed company, and one of a very few exchange offerings on the Polish market executed to date. With an acceptance rate of 98%, this exchange offer was one of the most successful transactions ever conducted on the Polish capital market. The business combination of PBKM and Vita 34 will strengthen the position of both companies by way of the establishment of the leading pan-European family cord blood bank.

PBKM leads the international FamiCord Group, being number 1 in Europe , and manages stem cell banks located in Europe. FamiCord Group stores 610,000 samples belonging to over 450,000 families. FamiCord’s core business is the procurement, processing and long-term storage of stem cells from umbilical-cord blood and other post-foetal tissues on behalf of parents (family banking). The purpose of this banking is to provide security for the family in the event of a serious illness which requires a stem cell transplant in the donor or his/her immediate family members. Additionally, FamiCord is involved in the CDMO business and participates in various clinical trials.

Vita 34 was founded in 1997 in Leipzig and is today one of the leading cell banks in Europe. As Europe’s first private cord blood bank and a pioneer in cell banking, the company has since offered collection logistics, processing and the storage of stem cells from umbilical cord blood and tissue as a full-service provider for cryopreservation.

The transaction was led by partner Jacek Zawadzki, who was supported by associate Aleksander Jakubisiak. The transaction team also included managing partner Paweł Rymarz, partner Monika Kierepa, counsel Marek Kanczew, senior associate Michał Chyła and associate Małgorzata Deruś.

Rymarz Zdort advised Aion Bank (“Aion”) on the purchase of a part of Allegro Pay’s consumer debt portfolio. The completed transaction will strengthen Aion Bank’s position in the fastest-growing sector of the Polish e-commerce market while Allegro Pay (available on Allegro, the most popular sales platform in Poland), will gain additional financing capacity.

The parties have stated that if the investment succeeds, the total balance of unpaid receivables purchased by Aion Bank may amount to up to PLN 2 billion within the agreed terms.

Aion Bank is a BaaS (Banking as a Service) oriented bank with its head office in Belgium operating in Poland via Aion Bank SA Spółka Akcyjna Oddział w Polsce, with its seat in Warsaw on the basis of a branch notification. Aion Bank uses fintech technology based on modern cloud IT solutions provided by Warsaw-based company Vodeno.

Allegro Pay provides payment method Allegro.pl, the largest Polish e-commerce platform.

The Rymarz Zdort transaction team was headed by Leszek Tokarski, a partner in the tax department, who was assisted by senior associates Krzysztof Rembierz and Marek Sikorski.

Rymarz Zdort advised European Logistics Investment (“ELI”), a dynamically developing logistics platform in Poland, on the execution of transaction documentation concerning the purchase of land and the construction of a modern logistics centre in Błonie near Warsaw. The Park Warsaw West X project by ELI and its partner Panattoni is planned as a multi-let facility offering 48,600 sqm of modern space, with 46,900 sqm of warehouse and 1,700 sqm of office space. The investment is planned to be delivered in Q2 2022.

The facility is pending the BREEAM certification process with the aim to obtain an ‘Excellent’ rating. Green solutions have been planned in the facility, including systems reducing the consumption of water, energy and heat, and significantly cutting CO2 emissions. Future employees will also have access to green relaxation zones, bicycle rooms and electric vehicle charging stations.

ELI is a dynamically developing logistics platform on the Polish market. Thanks to its partnership with Panattoni a leading developer of industrial real estate, ELI provides high quality facilities that offer excellent connectivity and value for businesses in desirable locations around the country. ELI’s current portfolio comprises 32 logistics projects encompassing 51 properties with a total area of over 1.3 million sqm GLA, including 760,000 sqm of standing assets, 201,000 sqm under construction and a further 318,000 sqm secured in pipeline projects.

The Rymarz Zdort team advising on the transaction was led by corporate partner and the head of the real estate practice Piotr Fedorowicz, who was supported by associate Michał Kostewicz and associate Marcin Banak.

Rymarz Zdort advised Maspex Group (“Maspex“, the “Group“) in connection with the execution of an agreement with Roust Corporation (“Roust“) regarding the purchase from Roust  of 100% of the shares in Roust’s subsidiary, CEDC International, which represents the interests of the Roust group in Poland.

Upon the completion of the transaction, Maspex will become the largest Polish food group with a turnover exceeding PLN 11 billion and the leader on the vodka market in Poland, expanding its portfolio with the following brands: Żubrówka, Soplica, Absolwent and Bols. This is the twentieth acquisition in the history of the Group and its ninth (and the largest in terms of value) in Poland.

The closing of the transaction is subject to the issuance of concentration clearance by the President of the Office of Competition and Consumer Protection in Poland.

Maspex is the largest private Polish company in the food industry and one of the largest in Central and Eastern Europe. It is the undisputed leader on the market of juices, nectars and beverages in Poland, the Czech Republic, Slovakia and Romania, and is considered a leading producer of such products in Hungary, Bulgaria, Lithuania and Latvia. In addition, it is a leading producer of instant products in Central and Eastern Europe. Maspex is also a leader on the market of pasta, jams and sauces and a leading producer in the segment of ketchups, ready meals and vegetable preserves in Poland. The company is also a leading player in the Romanian water market.

CEDC is a leader on the vodka market, with a share of over 47% (by volume), and the largest importer of foreign alcoholic beverages in Poland. It is also a distributor of, among others, Carlo Rossi, Barefoot and Gancia wines, as well as the coloured spirits Grant’s, Glenfiddich, Tullamore D.E.W., Metaxa, Jȁgermeister, Cointreau, Campari, Aperol and Remy Martin. Production is carried out at production plants in Oborniki and Białystok.

The transaction was handled by Paweł Rymarz, a managing partner. The transaction team included partner Monika Kierepa, partner Zofia Frydrychowicz, partner Iwona Her and senior associate Aleksandra Kabać.

Rymarz Zdort advised the founders of NapoleonCat on securing a strategic investor, RTB House.

NapoleonCat is a provider of a comprehensive portfolio of social media marketing tools. The main functions of NapoleonCat include managing multiple social media channels, automating customer service, analysing marketing performance, monitoring and competitor comparison, collaboration in teams, and automation of reporting processes.

RTB House is a global company that provides cutting-edge marketing technologies for the largest brands and agencies around the world. Established in 2012, RTB House has over 750 specialists in over 30 locations around the world. RTB House supports over 2,000 campaigns for clients in the EMEA, APAC and Americas regions.

The team advising on the transaction was supervised by Paweł Zdort, a managing partner, supported by Małgorzata Deruś, an associate.