Category: Bez kategorii

Rymarz Zdort advised the American growth equity fund TCV on a sale of shares in the public offering of Grupa Pracuj S.A. (“Grupa Pracuj“).

Based on the final offer price, the market capitalisation of Grupa Pracuj amounted to PLN 5 billion (EUR 1.1 billion). The offering involved the sale of 15,134,278 existing shares, including 10,909,512 shares (16% of the share capital) offered by TCV, and generated gross proceeds of PLN 1,120 million (EUR 243 million).

The offering was conducted in accordance with U.S. Rule 144A and was directed at retail investors and institutional investors in Poland. The shares in Grupa Pracuj were also offered to select foreign institutional investors (within and outside of the United States).

Citigroup, Goldman Sachs Bank Europe SE and Trigon Dom Maklerski S.A. acted as joint global coordinators, Numis Securities Limited as joint bookrunner and mBank S.A. as co-manager.

Grupa Pracuj is a leading technology platform in the HR industry in Central and Eastern Europe. Grupa Pracuj supports companies in the recruitment, retention and development of employees. Grupa Pracuj also makes it easy for users of its websites to find suitable employment, enabling them to use their full potential, and creates world-class technologies that shape the future of the HR market.

TCV is one of the largest growth equity firms and has invested over USD 16 billion in public and private technology companies since inception. For more than 26 years, TCV has been partnering with growth-stage technology companies, helping them with entering new markets, developing teams, managing acquisitions and preparing for IPOs.

The transaction was handled by managing partner Paweł Rymarz and partner Jacek Zawadzki, who were supported by associate Monika Michałowska.

Rymarz Zdort advised Santander Bank Polska on the sale of a block of shares in Aviva Towarzystwo Ubezpieczeń na Życie, Aviva Towarzystwo Ubezpieczeń Ogólnych and Aviva Powszechne Towarzystwo Emerytalne Aviva Santander to Allianz.

As a result of the transaction, Allianz became Santander Bank Polska’s new partner in respect of its life and non-life bancassurance joint ventures.

The transaction is part of Aviva plc’s exit from Poland by selling all its Polish assets to Allianz for approximately EUR 2.5 billion. It is expected to be one of the largest M&A transactions on the Polish market this year and the largest one on the Polish insurance market so far.

The transaction is being handled by Jacek Zawadzki, partner in the corporate department, supported by Dr hab. Łukasz Gasiński, partner heading the regulatory team in the corporate department. The transaction team includes associates Marzena Iskierka, Anna Aranowska and Aleksander Jakubisiak.

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.

Rymarz Zdort advised Globalworth in connection with the sale of five office buildings located in Warsaw. Globalworth has signed a preliminary agreement with 5th Corner, a new investment platform created by Cornerstone Investment Management and certain other shareholders. The approximately EUR 123m transaction involved the sale of five office buildings in Warsaw: Nordic Park, Bliski Centrum, Batory Building I, Company House I and Warta Tower. The largest of these is the 30,000 sq.m. Warta Tower situated in the heart of Warsaw’s business district.

Globalworth is an investment company active on the CEE real estate market and listed on London’s AIM. It achieved its top standing as an investor in the CEE office space market thanks to its leading market positions in Romania and Poland.

The Rymarz Zdort team advising on the transaction was led by Piotr Fedorowicz, a corporate partner and the head of the real estate practice. Members of the transactional team included Tomasz Bąkowski, senior associate, Izabela Skrzypczak, associate, Mateusz Konopka, associate, and Marcin Banak, associate.

Rymarz Zdort advised Groupe CANAL+  (the “Buyer”) on its acquisition of 70% of the shares in SPI International B.V., the majority shareholder of Kino Polska TV S.A., from Cooperatieve SPI International U.A.

Groupe CANAL+ is a leading world pay-TV operator and major player in free-to-air television in France. CANAL+ has a wide international footprint with a presence in 40 countries in Europe, Sub-Saharan Africa and Asia. In Europe, CANAL+ has a strong presence in mainland France and Poland and has also acquired the M7 Group platform in 2019. Following the transaction, the Buyer will indirectly take over control of 12,913,285 shares in Kino Polska TV S.A. representing 65.15% of the company’s share capital.

SPI International is a global media group that has been a leading broadcaster and distributor of theatrical films and television programming for over 25 years. SPI’s portfolio includes free to air and pay TV channels available in CEE, Western Europe, CIS and the Balkans, including Poland, Czechia, Romania, Serbia, Russia and the Netherlands. SPI’s offer includes channels such as Kino Polska, Stopklatka and Dizi, as well as the FilmBox and Film1 brands.

The closing of the transaction remains subject to conditions precedent including the procurement of approvals from the Polish and Hungarian anti-trust authorities.

The Rymarz Zdort transaction team was headed by Dr Marek Maciąg, a partner in the corporate department, who was assisted by associate Monika Michałowska. The team that conducted the due diligence process comprised Monika Kierepa, a partner in the corporate department and the head of the intellectual property practice, Marek Kanczew, counsel, as well as Hubert Bracichowicz, Aleksandra Pietrzak and Piotr Króliński, associates from the corporate department. Antitrust matters were handled by Iwona Her, a partner in the corporate department and the head of the antitrust and competition law practice, Antonina Falandysz-Zięcik, a senior associate, and Karolina Chudy, an associate.

Rymarz Zdort advised Griffin Real Estate on the conclusion of a joint venture agreement with Kajima Europe involving the financing and development of renewable energy projects located in Poland. As part of the deal, the joint venture (the “JV”) created under the agreement acquired a 72% stake in PAD-RES, a leading developer in the clean energy asset sector in Poland.

The companies plan to focus on the further development of PAD-RES’ renewable energy portfolio, which comprises investments in solar and wind projects at various stages of implementation, both in the development stage and ready to build, with an operational renewable capacity exceeding 500MW. The portfolio places the platform at the forefront of the country’s renewable energy sector.

The JV will provide capital expenditure and development equity financing for the platform, which will develop the existing portfolio in 2021 – 2025, with a view to acquiring new projects and pursuing greenfield opportunities. Griffin Real Estate will act as a co-owner and investment manager of the platform. Mariusz Adamczewski, founder of PAD-RES, will remain as a minority investor and CEO.

Griffin Real Estate is the largest privately owned innovative investment and asset manager in private equity specialised in real estate in CEE, originating and introducing several new concepts and formats to the market. The Company invests and manages its investment platforms on behalf of both its owners and its renowned international investors and strategic partners. The gross asset value of Griffin-managed investments across ten different platforms exceeds EUR 5 billion with a total invested equity of over EUR 2 billion.

Kajima Europe Limited is a wholly-owned subsidiary of Kajima Corporation, headquartered in London, managing subsidiaries in the UK, the Czech Republic, France and Poland. Its principal activities are property investment, development and construction.

The team advising on the transaction was headed by managing partner Paweł Zdort, who was supported by counsel Jakub Krzemień and associate Małgorzata Deruś.