Month: December 2022

We are pleased to announce that we advised PGE Polska Grupa Energetyczna S.A. (“PGE”) on its acquisition from US-based fund CVC Capital Partners of 100% of the shares in PKP Energetyka S.A. (“PKP Energetyka”).

PGE  is Poland’s largest energy utility with respect to sales revenues and profit.

PKP Energetyka is one of the biggest electricity companies in Poland. It supplies electricity to railways through the National Electricity System (KSE) and is responsible for ensuring the reliable and adequate provision of electricity for rail transport. The group to which PKP Energetyka belongs is a distributor and supplier of energy to the rail network and additionally provides maintenance services for such networks.

CVC Capital Partners is one of the world’s leading private equity and investment advisory firms, with a network of 24 offices throughout Europe, Asia and the Americas. The firm is also present in Poland, where its investments have included interests in PKP Energetyka and the Żabka chain of convenience stores.

“We are delighted to have had the opportunity to support PGE in a transaction that will certainly have an impact not only on the expansion of the energy network, but also on the development of services, both on the energy side and on the railway side. We would like to thank the PGE team for their trust in us and to congratulate all of the parties involved,” says Marek Maciąg, a partner at Rymarz Zdort.

The transaction team consisted of Marek Maciąg (partner), Marek Durski (partner) and Małgorzata Deruś (senior associate). Support for the comprehensive legal due diligence was coordinated by Monika Kierepa (partner).

We are pleased to announce that we have successfully advised Cellnex Poland sp. z o.o. (“Cellnex Poland“), a company operating in the telecommunications sector, in the acquisition of 100% of the shares in REMER Sp. z o.o. (“REMER“), a Polish building infrastructure integrator specialising in telecommunications installations.

Cellnex Poland is a company belonging to the Spanish Cellnex Group, a leading operator of wireless telecommunications infrastructure in Europe. The Cellnex Group manages a portfolio of 138,000 sites (telecommunications masts and antennas) in 12 countries in Europe and enables operators to access Europe’s most extensive network of advanced telecommunications infrastructure on a shared-use basis, helping to reduce access barriers for new operators and to improve services in the most remote areas.

REMER is the market leader in indoor antenna installations DAS (Distributed Antenna System). The company creates modern telecommunications networks using the DAS system, allowing for the provision of excellent telecommunications coverage in buildings, tunnels, offices, shopping centres and stadiums.

As part of the advisory services, Rymarz Zdort provided comprehensive legal advice with respect to the transaction.

The transaction team consisted of: Magdalena Pyzik-Waląg (partner), Dr Marek Maciąg (partner), Marek Kanczew (counsel), Honorata Skibicka (senior associate) and Hubert Derdowski (associate).

A due diligence team led by Monika Kierepa (partner) also worked on the transaction and comprised: Marek Kanczew (counsel), Barbara Skardzińska, Honorata Skibicka (both: senior associate), Marcin Banak, Kamila Banaś, Hubert Derdowski, Kamil Kłopocki, Karolina Ochocińska (all: associate).

We are pleased to announce that we advised one of the shareholders of Nethone sp. z o.o. (“Nethone”), II Aria AIFM spółka akcyjna ASI spółka komandytowo-akcyjna (a Polish limited joint stock partnership) (“ARIA”), on the sale of a minority stake in Nethone, to a private equity fund, Advent International, which owns the MangoPay group.

The acquisition of Nethone by Advent International, and its integration into the MangoPay Group, is the next step in the fund’s investment strategy, launched in spring 2022, to create a global technology leader in payment and authentication infrastructure in the market.

ARIA is a growth fund investing in technology companies from Central Europe and actively supporting them across a broad spectrum of business development issues.

Nethone is a Polish technology company involved in the prevention of payment fraud in online channels. It enables online retailers and financial institutions to comprehensively understand their users (both good and bad) thanks to its profiling technology.

MangoPay is a fintech company providing payment infrastructure solutions for merchant platforms.

“We are pleased to have had the opportunity to support the ARIA fund in this transaction and that ARIA’s portfolio companies are growing in terms of technology and products. We would like to thank the ARIA team for their trust and congratulate all parties involved,” says Filip Leśniak, a partner at Rymarz Zdort.

The transaction team consisted of Filip Leśniak (partner) and Jakub Krzemień (counsel).

We are pleased to announce that we advised Poland’s largest refiner, Polski Koncern Naftowy ORLEN (“PKN ORLEN”), in the completion of the next phase of the implementation of remedies in connection with the acquisition of control by PKN ORLEN over LOTOS Group S.A., involving transactions with Aramco Overseas Company B.V. (“Aramco”) and Hungary’s MOL Hungarian Oil and Gas Public Limited Company (“MOL”).

At this stage of the implementation of the remedies, we advised PKN ORLEN, among others, on a number of sale transactions to Aramco involving the refining, aviation fuel and fuel wholesale businesses, i.e. the sale of 30% of the shares in Rafineria Gdańska, 50% of the shares in LOTOS-Air BP Polska and 100% of the shares in LOTOS SPV 1. We also advised on the signing of key cooperation agreements with the investor.

Furthermore, we advised PKN ORLEN on the sale of 100% of the shares in LOTOS Paliwa to MOL.

Acting as one of the lead counsel, Rymarz Zdort has been advising on the implementation of the remedies specified in the conditional decision of the European Commission of 14 July 2020 regarding its consent to a concentration involving PKN ORLEN taking control over Grupa LOTOS S.A. from the very outset of the process (for more information, please see: Rymarz Zdort advises Grupa LOTOS S.A. on implementation of remedies in connection with concentration with Polski Koncern Naftowy ORLEN SA).

 “This is another transaction within the framework of the merger process between PKN ORLEN and LOTOS Group, which has already taken over four years of extremely intensive work. We are delighted to have had the opportunity to participate in such a complex transaction process involving global and regional players in the fuel sector and to once again demonstrate our unparalleled credentials in M&A advisory in Poland. We would like to thank our client for the trust placed in us and for granting us the opportunity to participate in this landmark project.” – says Paweł Rymarz, managing partner.

Rymarz Zdort provided comprehensive transactional advice.

The transaction team consisted of: Paweł Rymarz (managing partner), Aleksandra Dobrzyńska-Grezel (counsel), Dr Jakub Zagrajek (partner), Dr Paweł Mazur (senior associate), Diana Sofu (senior associate), Patrycja Gliwka (associate) and Filip Golędzinowski (associate).