Legal services for M&A transactions

Legal services for M&A transactions

Scope of services

We offer comprehensive legal advice in all stages of the transaction, from legal due diligence to negotiation to closing. We advise on all aspects of business projects, especially those listed below:

  • transaction structuring, including tax aspects
  • finance structuring
  • drafting and negotiating a complete set of transaction documents, including Non-Disclosure Agreements, Letters of Intent, Shareholder Agreements, Share Purchase Agreements and Asset Purchase Agreements, Joint Venture Agreements, Escrow Account Agreements, and corporate actions related to the transaction
  • matters relating to competition, including notification of a proposed concentration to the Office for Competition and Consumer Protection (UOKiK)
  • employment restructuring and other employment law issues
  • public-law liabilities, including state aid, plus related proceedings before the European Commission
  • representing clients before regulatory authorities and other entities to procure the required permits and authorizations
  • dispute settlement in court and by means of amicable dispute resolution methods
Representative experience
  • Advised Beloit Corp on the privatization of Fabryka Maszyn Papierniczych “Fampa” – the first privatization in Poland with the participation of a trade investor
  • Advised on the first privatization and IPO of a Polish bank – Bank Rozwoju Eksportu (currently mBank)
  • Advised Gillette on the privatization of Wizamet
  • Advised on the first privatization combined with debt-for-equity swap – Huta Lucchini Warszawa
  • Advised the Ministry of Industry and Trade on the privatization of Fabryka Samochodów Rolniczych (Agricultural Vehicles Factory) in Poznań with the participation of Volkswagen and the conversion of bank debts into shares in the company acquiring FSR
  • Advised the Ministry of Industry and Trade on the execution of a joint venture agreement between FSO and General Motors (Adam Opel AG) (commencement of the assembly of Opel Astra in FSO as a result of the agreement) and on the privatization of the remaining part of FSO and the acquisition of FSO by Daewoo
  • Advised the Ministry of Industry and Trade on the privatization of the Automobile Factory in Lublin with the participation of Daewoo together with the conversion of bank debts
  • Advised the Ministry of Industry and Trade on the privatization of the Sandomierz Window Glassworks with the participation of Pilkington
  • Advised the Ministry of Industry and Trade on the privatization of Zakłady Przemysłu Tytoniowego (tobacco factory) in Radom with the participation of the investment fund Seita
  • Represented the Mondi Group, a leading international paper and packaging group, in the acquisition of companies operating in the paper and corrugated board and packaging sector in Poland – Zakłady Papiernicze w Świeciu (currently Mondi Świecie S.A.), Bystrzyckie Zakłady Wyrobów Papierowych, Printpack Poland Sp. z o.o. and SIMET S.A.
  • Advised BRE Bank on the acquisition of Polski Bank Rozwoju through merger
  • Represented Polish private investors in a privatization process in relation to an acquisition of shares of Zakłady Farmaceutyczne Polpharma S.A., and then, throughout the years, provided a range of legal services to Polpharma and advised on key transactions, including:   sale of rights to Polocard, a popular OTC drug for heart attack prevention, to Pfizer; acquisition of WZF Polfa S.A. through a privatization process; acquisition of a shareholding, and subsequently of all shares through a public call combined with a squeeze-out, in one of leading Russian pharmaceutical companies Akrihin; creating a joint venture structure through which Polpharma has indirectly acquired control over the largest pharmaceutical company in Kazakhstan, Chimpharm; acquisition, from a Warsaw Stock Exchange listed company Bioton S.A., of assets and transfer of rights related to manufacturing and marketing of antibiotics in Poland and abroad
  • Advised ITI Group in its acquisition of control over, effected through an acquisition of a controlling stake in a publicly traded company Optimus S.A., followed by a de-merger of Optimus, in which the non-Internet-related assets of Optimus were transferred into a separate company (the first de-merger transaction of this type implemented in Poland)
  • Represented a Danish investor TDC A/S in the process of acquisition and subsequently in the sale of their stake of shares in Polkomtel, one of three major mobile operators in Poland, after a successfully resolved international arbitration brought by Vodafone Americas Inc. in which TDC was also represented by our lawyers
  • Advised Fabryka Samochodów Osobowych S.A. on its financial and corporate restructuring, including representation in the process of finding a strategic investor and subsequently in negotiations on co-operation with GM Daewoo Auto & Technology Company regarding the production of Chevrolet cars, as well as in connection with state aid
  • Advised Nafta Polska S.A. in connection with concurrent privatizations of three companies: two heavy chemical industry companies (Zakłady Azotowe w Tarnowie-Mościcach S.A. and ZAK S.A.) and Ciech S.A.
  • Advised KGHM Polska Miedź S.A. in connection with negotiations and investment agreement related to a joint venture with Abacus Mining & Exploration Corporation regarding a copper and gold mining project, Afton-Ajax, located in British Columbia, Canada
  • Advised an international energy group in the acquisition of a majority stake in a leading company active on the market of PV microinstallations in Poland
  • Advised an Estonian energy group on the acquisition of two wind parks in Poland with a total capacity of 48 MW and  on a PV power plant project with a total capacity of 20 MW
  • Represented a Client in the process of acquisition of wind farm projects and PV farms with a total installed capacity of 250 MW
  • Advised a Polish energy group in the process of acquisition of 120 MW wind farm projects
  • Represented shareholders of Multimedia Polska S.A. in the execution of a preliminary agreement for sale of 100% of its shares to UPC Polska (the transaction has not been consummated)
Gabriel Wujek Gabriel Wujek

Gabriel Wujek

Senior Partner
Włodzimierz Radzikowski Włodzimierz Radzikowski

Włodzimierz Radzikowski

Senior Partner
Dariusz Michalski Dariusz Michalski

Dariusz Michalski

Of Counsel
Martyna Kamińska-Tabaka Martyna Kamińska-Tabaka

Martyna Kamińska-Tabaka

Agnieszka Piasecka Agnieszka Piasecka

Agnieszka Piasecka