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We are pleased to announce that we advised mBank Hipoteczny (mBH) and mBank in their transaction to spin off a part of mBH’s business and transfer it to mBank. This was the first demerger of a mortgage bank in Poland.

We advised both banks on regulatory and corporate matters. As a result of the transaction, mBH transferred to mBank a portfolio of active mortgages, mainly those financing commercial real estate, and a team of top-class specialists.

mBH is the longest-operating mortgage bank in Poland and a long-standing issuer of mortgage bonds. It is part of the mBank Group.

mBank is one of the strongest and fastest-growing financial brands in Poland, and has been listed on the Warsaw Stock Exchange since 1992.

“ Once again we are delighted to have had the opportunity to support the mBank Group in complex corporate and regulatory matters,” says Katarzyna Łukaszewicz, a partner at Rymarz Zdort Maruta.

The transactional team consisted of dr hab. Łukasz Gasiński (partner in charge of the regulatory practice), Katarzyna Łukaszewicz (partner), Anna Aranowska (associate), Szymon Cieniawski (senior associate) and Adam Drgas (associate).

We are pleased to announce that Rymarz Zdort Maruta advised Polska Grupa Energetyczna S.A. (“PGE”) on the formation of PGE PAK Energia Jądrowa S.A. The new company is a joint venture of PGE and ZE PAK S.A. (“ZE PAK”), with a 50% stake to be held by each of the two shareholders. The purpose of the new company is to prepare the Polish side for negotiations with the Korean company KHNP (Korea Hydro & Nuclear Power), which will build and provide the technology and know-how for Poland’s second nuclear power plant to be constructed in Pątnów in the Wielkopolskie region. The new company will represent the Polish side in all phases of the project. A preliminary memorandum of understanding regarding the formation of the company was signed in early March 2023. In late March, PGE and ZE PAK S.A. obtained the consent of the President of the Office of Competition and Consumer Protection for the formation of the company.

“We are happy to have been given the opportunity to support our client in a project that will hopefully make nuclear power a major source of safe, zero-carbon energy in Poland, alongside renewable energy sources. We wish to thank PGE for their confidence in us and congratulate all the parties involved in the project,” says Marek Durski, a partner and a head of our Energy and Natural Resources practice.

The team included Marek Durski (partner), Marek Maciąg (partner), Iwona Her (partner), Łukasz Lech (counsel), Tomasz Kordala (senior associate) and Andrzej Granat (associate).

We are pleased to announce that we have advised Exact Systems sp. z o.o., Paweł Gos and Lesław Walaszczyk on a transaction involving the buyout of the minority shareholder of Exact Systems, Noble Funds Mezzanine FIZAN, a fund managed by CVI Dom Maklerski (“CVI”).

Equity and debt financing was provided by AMC Capital IV SCSp, with advisory services provided by Accession Capital Partners (ACP). CVI had been a shareholder in Exact Systems since 2018. As a result of the transaction, CVI divested its entire stake and ACP acquired a 25% stake in Exact Systems.

Exact Systems is Europe’s leading provider of quality control solutions, including the selection, repair and sorting of parts, components and finished products for complex industries, including the automotive and consumables industries. Exact Systems’ offerings are mission-critical for complex, just-in-time processes, with the company supporting over 900 plants for more than 100 OEM (Tier 1 and Tier 2 suppliers). Exact Systems’ success has allowed it to expand into 12 countries, and today it derives most of its revenues from international sales.

Accession Capital Partners (ACP), formerly known as Mezzanine Management, is investing through AMC Capital IV SCSp, which raised EUR 264 million in 2018. ACP’s subsequent fund, AMC V SCA SICAV-RAIF was launched earlier this year with commitments of over 50% of its EUR 300 million target, and remains open to accept new investors. The funds managed by ACP provide tailored financial solutions for established companies and for small and medium-sized enterprises.

The transaction team included Paweł Zdort (partner), Małgorzata Deruś (senior associate) and Bartłomiej Skwarliński (associate). Legal support in obtaining financing was provided by Dr Jakub Rachwol (partner) and Filip Książczak (associate)

The Legal 500 Europe 2023 ranking has confirmed Rymarz Zdort Maruta’s position as one of the leading law firms in Poland. We were ranked in Tier 1 in respect of the following five areas: commercial, corporate and M&A; private equity; TMT; data privacy and data protection; and energy and natural resources.

Our firm was ranked in Tier 2 in the following categories: capital markets; competition/antitrust, restructuring and insolvency; tax; white-collar crime; dispute resolution; and public procurement. Our banking & finance and real estate practices were ranked in Tier 3.

The highest ranked lawyers:

Managing partners Pawel Rymarz and Paweł Zdort were listed in The Legal 500 ‘Hall of Fame’ for corporate law and M&A, and solidified their positions on the list of ‘Leading Individuals’ for private equity. In addition, managing partner Marcin Maruta was included in the list of ‘Leading Individuals’ in the TMT category.

The Rymarz Zdort Maruta partners recognised as ‘Leading Individuals’ were Bartlomiej Wachta (public procurement), Marek Durski (energy and natural resources), Ewa Bober (capital markets), Robert Krasnodębski (tax) and Marcin Serafin (data privacy and data protection).

Partners Magdalena Pyzik-Waląg and Michał Pękała, LL.M. were each named a ‘Next Generation Partner’ in the areas of restructuring & insolvency and TMT, respectively.

The following individuals were also recognised: Iwona Her, Piotr Fedorowicz, Zofia Frydrychowicz, Karina Aust-Niewiadomska, Jakub Rachwol, Łukasz Gasiński, dr Jakub Zagrajek, CFA, Jacek Zawadzki, Marek Maciag, Bartosz Romanowski, Marek Kanczew, Damian Gudel, Michał Kulesza, Filip Leśniak, Leszek Tokarski, Krzysztof Sajchta, Łukasz Żak, Irmina Wątły, Tomasz Kordala, Adam Puchalski, Ph.D., Łukasz Karasek, Ph.D., Karolina Bąkowska, Kamil Kozłowski, Michał Milewski, Maciek Mikucki and Maria Szczepańska.

We would like to thank our clients for their trust and recommendations and congratulate all of the featured lawyers and teams for their outstanding achievements.

We are pleased to announce that we have advised the Unilink Group and the Enterprise Investors fund on a transaction involving the acquisition of the Unilink Group, the largest insurance distributor in Central and Eastern Europe, by Acrisure, a US-based fintech and insurance broker. The completion of the transaction is subject to obtaining the relevant antitrust and regulatory clearances.

Unilink is the largest insurance distribution platform in the Central and Eastern European (CEE) region, with a strong presence in Poland as well as in Bulgaria, the Czech Republic, Moldova, Romania and Slovakia.

Acrisure is a US fintech that operates a top-10 global insurance broker. The company provides a wide range of products, including insurance, reinsurance and cyber services. Over the past nine years, Acrisure has grown its revenue from USD 38 million to nearly USD 4 billion. Acrisure has more than 14,000 employees in 21 countries.

“We are extremely pleased to have had the opportunity to participate in this significant insurance transaction, which will give Unilink a strong and rapidly growing partner by becoming part of one of the world’s largest global insurance brokers. We thank our clients for their trust and congratulate all of the parties involved”, says Paweł Zdort, a partner at Rymarz Zdort Maruta.

The transaction team consisted of Paweł Zdort (partner), Małgorzata Deruś (senior associate), Tomasz Kordala(senior associate), Patrycja Gliwka (associate), Szymon Rutecki (associate) and Jakub Wilk (associate).

We are pleased to announce that Rymarz Zdort Maruta advised Projekt-Solartechnik S.A. and its subsidiaries on the private debt financing of solar power plants located in Poland. The financing was provided by the Eiffel Investment Group.

Projekt-Solartechnik S.A. is an international company specialising in large-scale photovoltaic installations, wind farms and PV solutions for businesses.

The Eiffel Investment Group is an alternative investor and asset manager focusing on sustainable investments and energy transition, with €4 billion under management at the moment.

“Private debt and renewables are a great combination that can be one of the key factors of a successful green transformation. We are happy to have been given the opportunity to play our part in that.“ says Dr Jakub Rachwol, a partner and the co-head of our Banking & Finance practice.

The team was led by Dr Jakub Rachwol who was assisted by Justyna Wigier (senior associate) and Augustyna Porzucek (associate), all members of the banking & finance team.

We are pleased to announce that we advised Cerceda sp. z o.o., a company owned by Kajima PARTNERSHIPS LIMITED (“Kajima”), and Griffin Capital Partners (“Griffin”) on the acquisition of a 70% interest in Hymon Fotowoltaika (“Hymon”), a Polish company specialising in photovoltaic installations. This is the second investment of this type by Kajima and Griffin on the Polish RES market. In September 2021, the companies announced the creation of a joint venture to finance and develop renewable energy investments in Poland.

Kajima PARTNERSHIPS LIMITED is a company investing in real estate, renewable energy sources and other infrastructure assets.

Griffin Capital Partners is one of the largest private equity and real estate investors and asset managers in Europe.

Hymon is a Polish company specialising in the realisation of photovoltaic power plants and the supply of heat pumps to households, and industrial and corporate customers.

The team advising on the transaction was headed by managing partner Paweł Zdort, who was supported by Jakub Krzemień (partner), Marzena Iskierka-Janota (senior associate), Jakub Wilk (associate), Szymon Rutecki (associate) and Michał Lulka (associate). Legal support in regard to the antitrust aspects was provided by Iwona Her (partner), Tomasz Kordala (senior associate) and Justyna Niezgoda (associate). Advice on the financing aspects of the transaction was provided by Jakub Rachwol (partner) and Augustyna Porzucek (associate).

We are pleased that we have had the opportunity to be involved in another transaction in the renewable energy industry, which is currently one of the fastest growing sectors in Poland. We would like to thank our clients for their trust and congratulate the team and all parties involved.

 

We are pleased to announce that Rymarz Zdort Maruta represented SFS Ventures s.r.o., based in Prague, in the transfer of 11% of the shares in Eurozet sp. z o.o. to Agora S.A.  The transaction was carried out after the Court of Appeal in Warsaw issued a final judgment upholding an earlier decision of the first-instance court granting unconditional consent to Agora’s acquisition of control over Eurozet. As a result of the transaction, Agora’s interest in Eurozet increased from 40% to 51%, while SFS Ventures’ interest fell from 60% to 49%. The price of the shares amounted to EUR 9,170,000, subject to adjustment in accordance with rules agreed by the parties. The transaction was financed using a loan granted by SFS Ventures to Agora.

Prior to the acquisition of the 11% interest by Agora, the parties entered into an annex to the existing shareholders’ agreement between them. This agreement, among other things, grants to Agora the right to acquire the remaining 49% stake in Eurozet held by SFS Ventures. The right can be exercised until 31 July 2025.

The transaction team consisted of Dr hab. Łukasz Gasiński (partner), Dr Adam Puchalski (counsel), Marzena Iskierka-Janota (senior associate) and Szymon Rutecki (associate). Advice on aspects related to the financing of the transaction was provided by Adrian Więsław (senior associate). Legal support in the antitrust aspects of the transaction was provided by Iwona Her (partner) and Tomasz Kordala (senior associate).

We are pleased to announce that we represented Sportsdirect.com Poland sp. z o.o. (“Sportsdirect.com”) in connection with its acquisition of all the assets of the bankruptcy estate of Go Sport Polska sp. z o.o. (“Go Sport”) from the bankruptcy trustee, Zimmerman Filipiak Restrukturyzacja.

Sportsdirect.com is owned by Frasers Group, a company listed on the London Stock Exchange. The investor owns stationary retail store chains in more than twenty countries and also sells products online. Go Sport is a company that specialises in the sale of sporting goods.

“We are pleased that we were able to support the client in the first transaction of this type in Poland. Due to the fact that GO Sport was included on the sanctions list and its assets had been frozen, both the bankruptcy proceedings and the sale required innovative approaches. We would like to thank the Sportsdirect.com team for their trust in us and to congratulate all of the parties involved,” said Magdalena Pyzik-Waląg, a partner at Rymarz Zdort Maruta.

The team involved in the transaction included Magdalena Pyzik-Waląg (Partner), Magdalena Żukowska (Associate), Hubert Derdowski (Associate) and Michał Burek (Associate). Antitrust law advice was provided by Iwona Her (Partner) and Irmina Wątły (Counsel).

We are pleased to announce that Rymarz Zdort Maruta has advised the Three Seas Initiative Investment Fund S.A. SICAV-RAIF (“3SIIF,” the “Fund”), a dedicated commercial fund advised by Amber Infrastructure and targeting infrastructure investments in Central and Eastern Europe, on their investment in R.Power SA (“R.Power” or the “Company”), a leading European independent power producer active in solar PV and battery storage.

3SIIF will invest €150 million in the Company in exchange for a minority stake, with an option to increase its investment further to €250 million in total. The investment is subject to merger control approval.

3SIIF invests in energy, transport and digital infrastructure in European Union CEE member states which border the Baltic, Adriatic and Black Seas (the Three Seas Region) where the demand for long-term commercial investment into national infrastructure is among the highest in the EU.

Amber Infrastructure Group, a UK based specialist international investment manager focused on investment origination, asset management and fund management, is the exclusive investment adviser to the Fund, responsible for origination, asset management and capital raising services.

R.Power S.A. is a pioneer in supporting the decarbonisation of the Polish energy system through the development of solar energy, with a growing presence in Italy, Portugal, Spain, Germany and Romania. The Company’s activities cover the entire value chain of the solar energy sector, including the development of PV power plant projects, PV power plant engineering, procurement, construction, operations and maintenance, and the production of green energy (as an IPP).

“Congratulations to 3SIIF on their first investment in Poland on the renewable energy market. We are delighted to have assisted our Client and are looking forward to future projects” – says Jakub Krzemień, a partner leading the transaction team.

The transaction team was led Jakub Krzemień, a partner from the corporate department. He was supported by Marek Durski, a partner and a head of the Energy & Natural Resources practice, and by Paweł Zdort, a managing partner and a co-head of the Corporate/M&A practice. The transaction team also included: Łukasz Lech (counsel), Adrian Augustyniak (senior associate), Piotr Wawrzeniuk (senior associate), Honorata Skibicka (senior associate), Klaudia Kasztelewicz (associate), Weronika Iskierska (associate), Izabela Skrzypczak (associate), Engjell Sokoli (associate).

The antimonopoly aspects of the transaction were handled by attorneys from the Competition/Antitrust practice, including Iwona Her (partner) and Tomasz Kordala (senior associate).