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Rymarz Zdort provided legal advisory services to two major shareholders of Ten Square Games S.A. (the “Company”) and the founders of the Company, Maciej Popowicz and Arkadiusz Pernal, in connection with an offer for the sale of shares in the Company conducted by way of an accelerated book-building process.

As part of the transaction, Maciej Popowicz and Arkadiusz Pernal sold shares in the Company representing 9.78% of the share capital and the total number of votes in the Company with a total value of PLN 355 million. After the settlement of the transaction, Maciej Popowicz holds 1,615,000 shares in the Company constituting 22.2% of the Company’s share capital and Arkadiusz Pernal holds 807,600 shares in the Company constituting 11.1% of the Company’s share capital.

Ten Square Games S.A. is a Polish producer and publisher of F2P (free to play) games for mobile devices (smartphones and tablets) and browsers. The Company competes in the global market and its games are available in most countries of the world. Currently, it is one of the most highly valued companies in the gaming industry listed on the regulated market operated by the Warsaw Stock Exchange.

The team advising on the transaction included Paweł Zdort, a managing partner of Rymarz Zdort, and Ewa Bober, a partner in the corporate department specialising in capital markets transactions.

In the latest edition of Mergermarket Global & Regional M&A Report for 2020, Rymarz Zdort maintains its leading position in the ranking for Poland. Rymarz Zdort is proud to be ranked in first place in terms of the number of deals and third in terms of deal value. According to the report, in 2020, Rymarz Zdort advised on 11 transactions with a total value of approximately USD 3.5 billion.

In 2020, Rymarz Zdort advised, among others, the exiting shareholder on the sale of the shares in Globe Trade Centre to Optima Investments; AccorHotels on the execution of a share sale agreement and the launch of a tender offer by Accor Invest for the sale of the shares in Orbis, including the entire equity stake in Orbis held by AccorHotels; Vectra in connection with the takeover of Multimedia Polska; and Innova Capital and OPTeam in connection with the sale of Centrum Rozliczen Elektronicznych Polskie ePlatnosci to a subsidiary of Nets.

“First and foremost, we would like to thank our clients. Our success to date is due largely to the trust of our clients. Both as part of Weil, Gotshal & Manges and currently under the Rymarz Zdort brand, we are invariably maintaining a leading position.” said managing partner Paweł Zdort.

Rymarz Zdort has advised Pekao in the acquisition of certain assets and rights, as well as certain liabilities of Idea Bank, in the course of a resolution process commenced by the Bank Guarantee Fund.

The Bank Guarantee Fund’s decision to initiate the resolution process of Idea Bank is the first instance of resolution instruments being applied with regard to a Polish commercial bank listed on the Warsaw Stock Exchange.

The transaction involved the assumption by Pekao of the rights and assets constituting the enterprise and liabilities of Idea Bank, with certain exclusions, as stated in the relevant decision of the Bank Guarantee Fund.  The value of the liabilities assumed by Pekao is PLN 14.6 billion.

Pekao received support in the form of a subsidy from the Bank Guarantee Fund to cover the difference between the value of the liabilities being assumed and the value of the acquired rights and assets. Furthermore, the Bank Guarantee Fund provided a loss-coverage guarantee to Pekao with regard to the losses resulting from the risk associated with the acquired assets, rights and liabilities.

In the course of the precedent-setting transaction, Rymarz Zdort provided comprehensive legal services to Pekao and was responsible for preparing the entire transaction documentation.

The transaction team was led by Dr hab. Łukasz Gasiński, a corporate partner and head of the regulatory practice, and Magdalena Pyzik-Waląg, a corporate partner and head of the restructuring, bankruptcy and distressed assets practice.

The transaction team also included Jerzy Bombczyński, corporate counsel and member of the banking and finance team and the restructuring and bankruptcy practice, Anna Krzanicka-Burda, a senior associate in the corporate department and member of the restructuring and bankruptcy practice, Szymon Cieniawski, an associate in the corporate department and member of the regulatory practice, Anna Aranowska, an associate in the corporate department and member of the regulatory practice, and Aneta Kmoch, a litigation associate.

Iwona Her, a corporate partner and head of the antitrust practice, provided support on state aid issues and competition and consumer protection law.

Additional advice in the course of the transaction was provided by the following specialists: Marcin Chyliński, a corporate partner, Dr Jakub Zagrajek, a corporate partner, Monika Kierepa, a corporate partner, and Krzysztof Sajchta, a litigation partner.

Rymarz Zdort advised Bank Pekao S.A. (the “Bank”) on the acquisition of a 38.33% stake in Krajowy Integrator Płatności S.A. (“KIP” or the “Company”).

KIP, the operator of the Tpay.com system, is a dynamically developing company with an established position on the Polish market of processing payments in the online sales channel. Thanks to this transaction, the Bank, by forming a strategic partnership in the e-commerce market, will provide to its corporate clients a fully comprehensive payment acceptance offer, supplemented by products intended for the dynamically growing e-commerce market.

The acquisition by the Bank of a strategic stake in KIP is an important leap towards the achievement by the Bank of its strategic objectives concerning digital transformation and digitalisation.

The preliminary share purchase agreement was executed on 21 December 2020. The closing of the transaction, planned for the end of the first quarter and the beginning of the second quarter of 2021, is conditional on the Polish Financial Supervision Authority (KNF) not objecting to the acquisition of the shares in the Company by the Bank.

The firm’s transaction team was headed by Dr hab. Łukasz Gasiński, an attorney-at law and a partner in the corporate department, Marzena Iskierka, an attorney-at law and an associate in the corporate department, and Jacek Zawadzki, an attorney-at law and a partner in the corporate department. The team also included Monika Kierepa, an attorney-at law and a partner in the corporate department, who coordinated the work of the team that conducted the due diligence of KIP.

Rymarz Zdort advised European Logistics Investment (ELI), a dynamically developing logistics platform in Poland, on the purchase of the Wroclaw Business Park warehouse complex from Aviva Investors, as well as in connection with documentation concerning the corporate aspects of the investment and the future extension of the complex. The transaction was executed in cooperation with Panattoni, a market leader in the industrial real property sector.

Wroclaw Business Park is a warehouse complex that currently comprises two warehouses with a total area of approximately 9,500 square metres and is situated in the northeast part of Wrockaw on 10.5 hectares of land. The complex has great potential for expansion and further development.

The firm’s transaction team was headed by Piotr Fedorowicz, an advocate and a partner managing the real estate practice. The team comprised: Karolina Bakowska, an advocate and a senior associate, Tomasz Bakowski, an advocate and a senior associate, Izabela Skrzypczak, a legal advisor and an associate, Tomasz Karkowski, an associate and Michał Kostewicz, an associate.

Rymarz Zdort is pleased to announce that it has been recognised among the best legal advisors for M&A in the CEE region in the recent edition of MergerLinks. Rymarz Zdort, which was ranked as Leading, is the highest-ranked independent law firm within the category.

MergerLinks is a platform addressed to investors, advisors and decision-makers involved in M&A transactions. It collates and publishes information on M&A deals, and also aims to give exposure to the various parties involved in such deals. The rankings published by MergerLinks cover not only the legal industry, but also sector players such as financial advisors, environmental & technology advisors, commercial consultants, tax & accounting advisors, PR consultants and investors.

Rymarz Zdort advised the sellers on the sale of approximately 70.65% of the shares in Termet S.A. and 100% of the shares in Tester sp. z o.o. to Ferro S.A.

Termet S.A. is a manufacturer of heating equipment, including various types of gas boilers, water heaters and solutions based on renewable energy sources. Tester designs, manufactures and sells electronic control and automation systems for gas equipment.

The preliminary share purchase agreements were executed on 26 November 2020 subject to a condition precedent of the purchaser obtaining concentration clearance involving the acquisition of control over Termet S.A. from the President of the Office of Competition and Consumer Protection, or another decision confirming that no concentration clearance is required for the acquisition of control over Termet S.A. The transaction is expected to be closed in the first quarter of 2021.

The firm’s transaction team was headed by Dr Filip Uzieblo, an attorney-at-law and a partner in the corporate department, and Aleksandra Dobrzynska-Grezel, an attorney-at-law and counsel in the same department. The transaction team comprised: Aleksandra Sliwa, an associate in the real estate practice, Marek Kanczew, an attorney-at-law and counsel in the tax department and the employment practice, Irmina Watly, an attorney-at-law and counsel in the antitrust protection practice, Antonina Falandysz-Ziecik, an associate in the same practice, and Dr Jakub Zagrajek, an advocate and a partner in the corporate department.

Rymarz Zdort advised European Logistics Investment (ELI) on the signing of transaction documentation as well as the purchase of land and the construction of a hi-tech warehouse complex in Radom.

The investment of ELI, a dynamically developing logistics platform in Poland, and its strategic partner Panattoni will be realised for AZZ Inc., a manufacturer of specialty electrical equipment and components for various segments of the global power generation economy. AZZ Inc. is listed on the New York Stock Exchange. The facility will be constructed under a build-to-suit (BTS) formula and will offer 10,700 square metres of warehouse space, 2,100 square metres of office space and a car park for over 90 vehicles. The work is expected to be completed in the first quarter of 2021.

The firm’s transaction team was headed by Piotr Fedorowicz, an advocate and a partner managing the real estate practice. The transaction team comprised: Karolina Bakowska, an advocate and senior associate, and Michal Kostewicz, an associate.

Rymarz Zdort advised Nemera on the acquisition of Copernicus sp. z o.o. The final transaction documentation was executed on 27 October 2020.

Nemera is a world leader in the design, development and manufacturing of drug delivery devices, offering a comprehensive portfolio of products and services across ophthalmology, nasal, inhalation, dermal, transdermal and parenteral delivery. The acquisition of Copernicus, a Szczecin-based company that specialises in the design, development and manufacture of injection devices, and that also provides a comprehensive range of services related to the introduction of modern, intuitive drug delivery devices, not only strengthens the existing product offer of Nemera, but will also strengthen the company’s coverage in the Eastern European markets.

“Copernicus is recognised as one of the most innovative companies operating in the Polish healthcare industry; therefore, from the very beginning, our team was well aware of the crucial importance of this investment to our client. We are proud that we had an opportunity to support Nemera in such a significant transaction and we would like to thank the company for placing its trust and confidence in us”, said Dr Jakub Zagrajek, a partner in the corporate department of Rymarz Zdort.

The firm’s transaction team was led by Dr Jakub Zagrajek, assisted by attorneys from the corporate department: Dr Barbara Skardzinska, a senior associate, and Krystian Kowalski, an associate.

The team included Monika Kierepa, a partner in the corporate department who coordinated the work of the team that conducted the due diligence works.

The tax aspects of the transaction were handled by Robert Krasnodebski, a partner in the tax department, and Marek Kanczew, counsel in the same department, who also advised on employment-related issues connected with the transaction.