Transactions archive

CDZ has advised sellers on a sale of two packages of apartments in the Pacific Residence housing estate located in Powisle, one of the most prestigious districts in Warsaw. Over 170 residential units have been purchased by foreign investors.

Given the number of the purchased apartments, this is one of the largest portfolio deals on record on the secondary market of residential premises in Poland.

The team of CDZ lawyers advising on the transaction was led by partners Andrzej Chajec and Piotr Zapalski, supported by Olga Połowianiuk-Keczmerska and Szymon Żyto.

CDZ has advised two closed-end investment funds: CP Fundusz Inwestycyjny Zamknięty and Capital Partners Investment I Fundusz Inwestycyjny Zamknięty on a sale of 100% of their shares and bonds in Symbio Polska S.A., a company listed on the NewConnect market, as well as on an investment in an FMCG company.

The team of CDZ lawyers was led by Partner Maciej Kotlicki supported by Legal Advisor Piotr Rychta and Advocate Anna Skórka.

CDZ has advised IT Kontrakt, a company owned by funds managed by Cornerstone Partners and Oaktree Capital Management, on an acquisition of Solid Brain, a company from the IT outsourcing industry.

CDZ’s assignment included carrying out a legal due diligence, developing the transaction structure and preparing the transaction documentation, as well as representing the client before the President of the Office of Competition and Consumer Protection.  The team of CDZ lawyers advising on the project was led by Partner Maciej Kotlicki, Partner Piotr Kryczek, supported by Anna Skórka, Advocate.

CDZ has advised SaveCart, an e-commerce company, on the process of an equity investment. Investors, including Future Tech FIZ, a closed end investment fund being a subsidiary of mBank S.A., acquired the minority stake in the company.

CDZ participated in developing the transaction structure and in drafting and negotiating the transaction documentation. The CDZ team was headed by Partner Andrzej Chajec and Advocate Anna Skórka, both specializing in M&A and private equity deals.

SaveCart specializes in real time message personalization in the new technologies and marketing automation segments. Its unique solutions based on big data are designed to raise sales of online shops.

SaveCart’s clients include such e-stores as Castorama, Duka, Nationale Nederlanden, Virgin Mobile.

CDZ Legal Advisors represented a group of sellers comprising a number of advertising and marketing companies operating under the RED 8 brand in the sale of a 100% stake in Content Invest Sp. z o.o. The buyer was a company from the Dentsu Aegis Group, a multinational communications network with offices in 145 countries. As a result of the acquisition, the combined product/service range of both companies will be offered under the brand Dentsu Solution.

CDZ’s assignment included developing the target shareholding structure and restructuring the RED 8 Group companies. CDZ also advised on corporate issues of the RED 8 Group and negotiated the transaction documentation.

The team of CDZ lawyers was led by Szymon Skiendzielewski, Partner, supported by Jolanta Okoniecka, Partner, and Eliza Szulc-Sierańska and Karolina Nowak-Różycka, Legal Advisors.

The acquisition of the companies operating under the RED 8 brand by the Dentsu Aegis Group is another transaction conducted by CDZ in the last six months on the advertising, marketing and public relations market.

CDZ has advised Nevu Sp. z o.o., a company set up by a number of institutional investors, on the acquisition of a 100% stake of Eubioco S.A. (a producer of pharmaceuticals and dietary supplements) from Pelion S.A., one of the major distributors of pharmaceuticals in Poland and Central Europe.

CDZ’s assignment included the incorporation of Nevu, developing and negotiating the shareholders’ agreement, as well as advising on partial financing by the company’s shareholders. In addition, CDZ carried out a legal due diligence of the SPV and its subsidiary, advised on the legal aspects of the acquisition financing structure and negotiated the share sale agreement with Pelion S.A. CDZ also advised Eubioco S.A. on post-acquisition corporate issues.

The team of CDZ lawyers advising on the transaction was led by Szymon Skiendzielewski, Partner. Andrzej Chajec, Jolanta Okoniecka and Weronika Papucewicz, Partners, as well as and Eliza Szulc-Sierańska and Karolina Nowak-Różycka, Legal Advisors were also involved.

CDZ Legal Advisors has advised the funds managed by TFI Capital Partners on a financial investment in the Piotr & Paweł Group, a Polish supermarket chain operating 145 stores.

CDZ developed and negotiated the transaction documentation that was finalized on 22 February 2018 and came into force immediately, as the investment was made by a financial institution and no clearance of the Polish antimonopoly office was required.

Since November 2017 the Piotr & Paweł chain has been looking for a strategic investor to ensure stability in relations with business partners and financial institutions. TFI Capital Partners’ investment offers financial support during the process of selecting an industry investor.

The team of CDZ lawyers advising on the transaction was led by partners Maciej Kotlicki and Aleksandra Szyszko-Kamińska specializing in M&A deals, including for investment funds.

CDZ has advised Capital Partners S.A., the majority shareholder of Gekoplast S.A, a company listed at the Warsaw Stock Exchange, in connection with its acquisition by a new investor.

In January 2018, a public tender offer for Gekoplast’s shares announced by Karton S.p.A. (99.3% shares) ended successfully and the new owner intends to delist Gekoplast’s shares.

CDZ assignment included drafting of the transaction documentation, in particular the agreement obligating the Capital Partners Funds to sell the shares in the public tender.

The CDZ team of lawyers advising on the transaction was led by Maciej Kotlicki, Partner, supported by Piotr Rychta, Legal Advisor.

CDZ Legal Advisors has advised 24/7 Communication, the only Polish PR agency belonging to PROI Worldwide, and a Polish branch of the Reputation Institute, on a merger with Headlines-Porter Novelli, one of the oldest Polish PR agencies. The projects of both agencies have been repetitively awarded and distinguished in many Polish and international competitions.

From January 1, 2018, the agencies will begin joint operations under the 24/7 Communication brand.

The team of CDZ lawyers advising on the transaction was led by partner Szymon Skiendzielewski, supported by partner Piotr Kryczek, specializing in labor law, and legal advisor Eliza Szulc-Sierańska from the M&A Department.

CDZ has advised Parkdema UAB, an SPV of the Lithuanian-based Energy and Infrastructure SME Fund, managed by Lords LB Asset Management, on the acquisition of a 100% stake in City Parking Group S.A. (CPG) from,  among others, Royalton Partners.

This is the first investment by Lords LB Asset Management in Poland to be followed by further acquisitions in the energy and infrastructure industry.

CDZ’s assignment included conducting a legal due diligence and drafting and negotiating the transaction documentation. The team advising on the transaction was headed by Maciej Kotlicki, Partner, and Piotr Rychta, attorney-at-law, both specializing in private equity and venture capital deals, supported by Weronika Bałenkowska, attorney-at-law trainee.

Lords LB Asset Management focuses on real estate and private equity investment strategies. The company currently manages 14 funds whose assets reach EUR 324 million (June 2017).

CDZ has advised a private equity fund managed by Value Quest on the acquisition of 100% shares in TTComm S.A., one of the leading providers of satellite services in Central and Eastern Europe.

CDZ’s assignment included carrying out the legal due diligence of TTComm S.A., developing the deal structure, drafting and negotiating the transaction and financing documents.

An integrated team composed of lawyers from  the TMT and M&A departments, coordinated by Aleksandra Szyszko-Kamińska, who specializes in M&A deals and private equity deals, advised on the deal.

CDZ Legal Advisors has advised the investment fund Capital Partners on a multi-stage equity restructuring of Ekoplast S.A. and its group companies to optimize the group’s operations and boost its potential.

In addition, CDZ has advised in the course of the investor’s capital entry into Ekoplast S.A. by assuming shares in the increased share capital and acquiring a stake from the company’s founders.

CDZ’s assignment included developing the transaction documentation and its negotiations.

The team advising on the transaction was headed by Partner Maciej Kotlicki supported by Advocate Małgorzata Sas-Madej.

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.