GESSEL advised cyber_Folks and Shoper on merger creating a near USD 1 billion listed technology group

GESSEL acted as joint legal counsel to cyber_Folks S.A., a European leader in e-commerce technology, and Shoper S.A., Poland’s most frequently chosen online store platform, on the merger of the two companies listed on the Warsaw Stock Exchange. The merger was registered on 1 September 2026, completing the formal integration of Shoper into cyber_Folks. Based on the cyber_Folks share price on the completion date, the combined company had a market capitalisation of close to USD 1 billion.

The merger was implemented by transferring all assets and liabilities of Shoper to cyber_Folks by operation of law as part of a merger by acquisition. In connection with the transaction, cyber_Folks conducted a public offering of 3,215,165 newly issued Series F shares to existing Shoper shareholders other than cyber_Folks, based on an exchange ratio of 0.2281 cyber_Folks shares for each Shoper share. The Shoper shares held by cyber_Folks did not participate in the exchange. The admission of the new shares to trading on the regulated market operated by the Warsaw Stock Exchange is scheduled for 15 September 2026.

The transaction forms part of a long-term strategy to build a strong, integrated leader in digital services and e-commerce solutions in Poland and across Central and Eastern Europe, with the potential for further international expansion. The integration of the two companies is expected to enable more efficient use of their technology and commercial assets and allow the Group to realise more fully its potential for continued growth and effective competition in international markets.

GESSEL advised on all legal aspects of the merger, including its structuring, the preparation of the merger plan and related documentation, corporate approvals, registration proceedings, disclosure obligations and other public company requirements. The firm also advised on the capital markets aspects of the transaction, including the public offering and admission of the merger shares to trading on the Warsaw Stock Exchange.

“We have had the pleasure of supporting cyber_Folks in pursuing successive ambitious projects and strategic initiatives since 2016. We are delighted to have also played a part in this transaction, which marks another important stage in the Group’s development. This is a particularly valuable relationship for us, built on mutual trust and a strong understanding of our clients’ businesses. We look forward to the new challenges and opportunities that the Group’s continued development will bring,” said Krzysztof Marczuk, Partner at GESSEL.