Month: October 2022

We are pleased to announce that Rymarz Zdort is advising the shareholders of Grupa Inelo S.A. (“Inelo”), comprising Innova Capital, European Telematics Holding and a group of individual minority shareholders, on a transaction involving the sale of 100% of the share capital of Inelo to W.A.G. payment solutions a.s. (“Eurowag”).

The transaction, which will result in the acquisition of Inelo, a leading provider of fleet management solutions and driver time management software in Poland and Slovenia, significantly increases Eurowag’s scale of operations and its ability to deliver a fully integrated, one-stop digital platform for customers in the commercial road transport sector.

The preliminary agreement was concluded on 24 October 2022. The transaction is valued at over €300 million and its completion is subject to the approval of Eurowag’s shareholders and the relevant regulatory authorities. The transaction is expected to close in the first quarter of 2023.

“We would like to congratulate Innova Capital on securing another home-run exit by selling Grupa Inelo to Eurowag. We are pleased to once again have been given the opportunity to participate in such an important project and to support our client as legal counsel” – said managing partner Paweł Zdort.

Innova Capital is an independent private equity advisor, operating from Poland and investing in majority buyouts in mid-sized enterprises with activities in CEE. From its the inception in 1994, Innova has invested close to EUR 1.2 billion in almost 70 companies located in 10 countries in the region.

Inelo is an international leader in providing technological solutions for heavy duty transport in the CEE/SEE region. The company operates in 16 European markets and has equipped the TSL sector with digital GPS solutions and driver time analysis and calculation software for the past 20 years.

W.A.G. payment solutions, trading under the name Eurowag, is a leading pan-European integrated payments and mobility platform focused on the Commercial Road Transportation industry.

Rymarz Zdort provided comprehensive transactional assistance. The advisory team comprised managing partner Paweł Zdort and partner Jacek Zawadzki, who were supported by associates Monika Michałowska and Michał Lulka.

Monika Kierepa, a partner in the Corporate/M&A department, coordinated the work of the team conducting the vendor due diligence investigation of Grupa Inelo, which team included: Marek Kanczew (counsel), Barbara Skardzińska (senior associate) as well as Justyna Niezgoda, Kamil Kłopocki, Kamila Banaś, Lidia Bronicka, Marcin Banak, Marta Szczepkowska, Agnieszka Wójcik, Szymon Marciniak (all: associate).

We are pleased to announce that we had the opportunity to advise Commercial Banks Protection System S.A.  on the granting of a subsidy and the acquisition of a minority stake in a bridge institution as part of the resolution of Getin Noble Bank S.A. (“GNB”) initiated by the Bank Guarantee Fund.

Commercial Banks Protection System S.A. is the company that supported the entire process from the financial side. The company was established by the eight largest banks in Poland: Alior Bank, Bank Millennium, Bank Pekao, PKO BP, Santander Bank Polska, ING Bank Śląski, mBank and BNP Paribas Bank Polska. Its aim is to ensure the liquidity and solvency of the banks participating in the company, as well as to support resolution processes conducted by the Bank Guarantee Fund.

“We are pleased to have had the opportunity to support Commercial Banks Protection System S.A., and, indirectly, the banking sector in the process of implementing the solutions necessary to protect customer deposits and prevent the uncontrolled bankruptcy of GNB. This process required a great deal of commitment and regulatory and transactional experience on our part”, says Lukasz Gasinski, a partner and the head of the regulatory practice at Rymarz Zdort.

The project team comprised: Lukasz Gasinski (partner), Adam Puchalski (counsel), Lukasz Karasek (senior associate), Marzena Iskierka-Janota (senior associate), Anna Aranowska (associate), Patryk Modrakowski (associate) and Emilia Roszkowska (associate).

We are pleased to announce that Rymarz Zdort advised the Bank Guarantee Fund (the “BFG”) on the resolution process of one of the largest commercial banks in Poland, Getin Noble Bank S.A. (“GNB”). The resolution process was implemented due to the threat of the bankruptcy of GNB.

As part of the resolution and in order to ensure uninterrupted service to customers, a selected business of GNB was transferred to a bridge institution, Bank BFG S.A. (ultimately, VeloBank S.A.) controlled by the BFG. In addition to the BFG, Bank BFG S.A. is co-owned by Commercial Bank Protection System S.A. (“CBPS”), which was established by the eight largest commercial banks operating in Poland.

Non-repayable support in the amount of PLN 10.34 billion (EUR 2.15 billion) was provided to conduct the restructuring process and ensure the security of client funds, with PLN 6.87 billion (EUR 1.43 billion) coming from the BFG’s own funds and PLN 3.47 billion (EUR 723 million) from funds provided by SOBK.

“We are delighted to have had the opportunity to support our client in the largest restructuring conducted by the Bank Guarantee Fund in Poland to date, and one of the largest in Europe. Planning the entire process required not only comprehensive legal expertise on our part, but also extensive transactional experience. The success of Getin Noble Bank’s resolution ensures that the sector’s financial stability has been maintained and that the customer deposits worth over PLN 40 billion are protected.” – says Magdalena Pyzik-Waląg, a partner heading the Restructuring, Insolvency and Distressed Asset Investments practice at Rymarz Zdort.

The project team comprised: Magdalena Pyzik-Walag (partner), Katarzyna Lukaszewicz (counsel), Szymon Cieniawski (senior associate), Michal Burek (associate), Hubert Derdowski (associate), Magdalena Zukowska (associate), Karolina Jerzyk (paralegal),) and Adam Drgas (paralegal).

Advice on merger clearance aspects was rendered by: Iwona Her (partner), Irmina Watly (counsel) and Kamil Klopocki (associate).