CDZ has advised NanoGroup S.A., an advanced biotech company, on setting up a holding designed to generate added value by tapping into the group’s potential.
During the first stage of the project CDZ developed the group’s concept and drafted the documentation necessary to create the holding’s structure, while during the second stage CDZ is responsible for preparing the legal component of a prospectus that was filed with the Polish Financial Supervision Authority on May 23 and is another step towards the company’s listing at the Warsaw Stock Exchange.
The team is headed by Maciej Kotlicki and Piotr Rychta, assisted by Małgorzata Sas-Madej, who specializes in M&A deals and capital market law. Other team members included Aleksandra Hulewicz, Daniel Kozłowski, Monika Ciechomska and Marcin Lizurek.
CDZ has advised a fund managed by TFI Capital Partners S.A. on an indirect transfer to Aplitt S.A. of all shares in Monetia Sp. z o.o., the largest Polish company in terms of the number of outlets specializing in financial transaction outsourcing and cash transaction handling.
CDZ’s assignment included developing the transaction structure, and drafting and negotiating the transaction documents.
The team advising on the transaction was coordinated by Aleksandra Szyszko-Kamińska supported by Małgorzata Sas-Madej, broth from the M&A Department, and Daniel Kozłowski, from the Project Finance Department.
This is a third transaction for Capital Partners with CDZ’s participation this year. CDZ has also advised on an investment in the new technology sector involving financing of a Polish IT solution provider, and a multi-stage equity restructuring of a manufacturing company.
CDZ has advised an investment fund of Capital Partners S.A. on its strategic investment in TMT companies to finance IPOS S.A., a Polish provider of IT solutions.
As part of the transaction, the investment fund of Capital Partners S.A. extended a loan to IPOS S.A. Proceeds from the loan were converted into the company’s share capital through the investor’s exercise of rights under subscription warrants.
CDZ assignment included developing the concept for the planned transaction, drafting of all transaction documents, assisting in the entire process of negotiating the transaction documents and terms of the capital entry of Capital Partners S.A. into IPOS S.A.
The transaction was coordinated by Maciej Kotlicki, Partner, assisted by Małgorzata Sas-Madej, Advocate, both specializing in M&A deals and capital markets law.
CDZ has advised Equitin Partners Limited, a private equity fund investing in such sectors as financial services, FMCG and healthcare, on an acquisition of the 70% controlling stake from the founders of Time for Wax, a Polish beauty services chain.
Following the transaction Equitin Partners Limited intends to continue its market expansion and create new services and products for consumers. Equitin Partners set out rules for the company’s governance in cooperation with its founders in an investment agreement and related documentation.
CDZ drafted of the transaction documents, including the investment agreement, amendments to the articles of association incorporating the provisions of that agreement and related agreements. CDZ lawyers assisted Equitin Partners throughout the entire process of negotiating the transaction documentation and terms of the investor’s capital entry into the company.
CDZ’s team was headed by Maciej Kotlicki, Partner, assisted by Małgorzata Sas-Madej, Advocate, who specializes in M&A deals.
CDZ has advised two funds managed by TFI Capital Partners S.A. (a subsidiary of Capital Partners S.A.) on assuming shares in Orbitvu Sp. z o.o. and becoming a part of the Orbitvu Group. The two funds were: CP Closed Investment Fund (with its subfunds CP Private Equity and CP Absolute Return) and Capital Partners Investment I FIZ.
Orbitvu Sp. z o.o. is the holding company in a group consisting of companies based in the United Kingdom and Germany.
The transaction was coordinated by Maciej Kotlicki, Partner, assisted by Małgorzata Sas-Madej, an advocate specializing in M&A deals and capital markets law.
CDZ has advised Capital Park Group, an investor and developer on the real estate market, on setting up a joint venture with the Akron Group, an Austrian capital group that invests in office, logistics and retail properties, in order to modernize the ETC shopping center in the town of Swarzędz, Poland.
CDZ carried out a due diligence investigation of the real estate and the joint venture company, developed the transaction structure in cooperation with tax advisors, and prepared and negotiated the joint venture agreement, organizational documents and the financing structure within the capital group.
The CDZ team was coordinated by Szymon Skiendzielewski, Partner, and Aleksandra Szyszko-Kamińska, an attorney-at-law specializing in M&A deals.
CDZ lawyers also advised the joint venture company on securing bank financing for the modernization of the ETC shopping center.
This deal is not the first transaction between the Capital Park Group and the Akron Group. Last year CDZ advised Capital Park Group on the set-up of a joint venture to redevelop the ETC shopping center in Gdańsk (renamed Galeria Zaspa).
CDZ has advised Fox International Group Limited, Europe’s largest fishing tackle company, in the process of acquiring a 100% share in Salmo Sp. z o.o., one of the largest global manufacturers of fishing lures.
Fox International is owned and managed by the private equity funds Mayfair Equity Partners (majority) and Next Wave Partners.
CDZ legal team was led by Maciej Kotlicki, Partner, who coordinated with Aleksandra Petrykowska, an attorney-at-law specializing in M&A deals.
The partnership between the two companies is designed to significantly increase Fox’s presence in the hunting and fishing goods market.
CDZ has advised SaveCartTM, a new marketing technology start-up, in the process of an equity investment in the company. As a result of the transaction, the start-up’s inventors have acquired a 15% stake, whilst the founding shareholders have retained the remaining shares.
During the transaction, CDZ represented SaveCartTM in negotiations with the investor and was responsible for the drafting all transaction documents.
The CDZ team was headed by Aleksandra Szyszko-Kamińska, an attorney-at-law specializing in M&A deals, and Eliza Szulc-Sierańska, an attorney-at-law providing legal corporate advice.
SaveCartTM, managed by Rafał Gawłowski, one of its founders, provides e-stores eith a service to increase the value of a customer’s shopping cart and to help bring his or her transaction to a close, addressing e-retailers’ frequent complaints about customers withdrawing from their online shopping at the final stage.
CDZ has advised the former owner of Centrum Mobilnych Technologii Mobilitek S.A., Solser Management Limited, on the sale of 100% of the shares in the company (together with a group of companies including, among others, Eurokoncept Sp. z o.o. and Dotpay S.A.) to MCI Private Ventures FIZ (a closed investment fund).
As part of the transaction, CDZ represented the shareholders in negotiations with the buyer and was responsible for the drafting of the transaction documents, including a shareholders’ agreement on exit from the group of companies and a share sale agreement.
The CDZ team was headed by Szymon Skiendzielewski, Partner, supported by Małgorzata Sas-Madej, an advocate specializing in M&A deals and capital markets law.
CDZ has advised the Griffin Real Estate Group on its issue of bonds to finance and refinance its development projects and to repay its investment liabilities.
CDZ will also advise on the second stage of the transaction, involving the floating of the bonds on the Catalyst market.
“We are very excited about this project, which is another transaction in our long-term cooperation with Griffin Real Estate. Last year, we advised Griffin Real Estate on its sale of commercial office properties in Warsaw and on day-to-day legal services for its shopping center in Warsaw,” says Anita Woźniak, Head of CDZ’s Real Estate and Construction Department.
The project involved assembling a team of lawyers from the Capital Markets, Real Estate and Project Finance departments. The team was headed by Maciej Kotlicki, Partner, supported by Aleksandra Petrykowska, an attorney-in-law specializing in M&A deals. Other team members included: Piotr Zapalski, attorney-at-law; Daniel Kozłowski, advocate; and Małgorzata Sas-Madej, advocate.
Griffin Real Estate is a leading, dynamically developing investor operating on the commercial real estate market in Central and Eastern Europe.
As part of the transaction, CDZ carried out, on behalf of Rainbow Tours, price negotiations with the owner of rights to the domain name and then acquired, as a fiduciary, these rights with a view to reselling them to Rainbow Tours. CDZ’s Project Finance Department was also involved in the acquisition process.
“At this time of dynamic development of new technologies and the internet, companies are more and more aware of the value of domain names. Consequently, their sale prices keep growing. Acquisition of a domain name is a financial investment and enhances a company’s corporate image” – said Andrzej Abramczuk, CDZ Partner.
At present there are more than 2.5 million .pl domain names and the number of new addresses is growing rapidly. In accordance with NASK’s Q4 2014 report, in 2014 the number of registered .pl domain names grew by 3,040 and the number of subscribers to the register increased by 33,000. The average length of .pl domain names as at the end 2014 was 10.93 characters. The number of one-letter names in the .pl domain is limited by the number of letters in the alphabet. This makes their market availability exceptionally rare, contributing to the unique nature of the transaction. The most recent publicly available information about a similar transaction (no price was disclosed) dates back to 2007 when the operator of the n digital platform (now nc+) acquired the domain name n.pl.