Mergers and acquisitions (M&A)
Mergers and acquisitions (M&A) is one of GESSEL’s main areas of practice. Thirty years of experience advising on transactions translates into knowledge, skills, resources and a keen sense of business needs which enable us to comprehensively, efficiently and, above all, effectively guide our clients through even the most complex M&A projects. Apart from our professionalism, clients value our commitment, flexibility and “outside the box” thinking.
On any given M&A project, our core transaction team works side by side with our specialists in other relevant areas, such as tax , competition, or banking & finance.
Confirmation of our standing as one of the leading law firms offering transaction advice in the Polish M&A market is provided by the awards and distinctions we have received (awarded both to GESSEL and to our individual lawyers) and by our permanent place in rankings (we are, in particular, recognized by Chambers Europe as a leader in Corporate/ M&A: Mid Market in Poland).
We offer comprehensive transactional advice:
- to buyers (buy-side) (including financial and strategic investors) and sellers (sell-side)
- on any type of M&A transaction, including acquisitions and divestments of companies (share deals) or assets, including businesses (asset deals) and the formation of joint ventures
We also have extensive experience advising entrepreneurs (founders) selling businesses they have created or raising financing for their growth (seed, venture, etc.), and a much of our M&A practice involves private equity.
Transaction advice – main areas:
- Legal and tax analysis of M&A transactions on the basis of which we work out the optimal transaction structure tailored to the client’s business needs
- Legal and tax due diligence – we conduct legal and tax analysis covering, depending on requirements, the entire operations of the target company or its selected part that involves the greatest risk or is crucial for the client and presenting redflag due diligence or full scope due diligence reports
- Transaction documentation – we draw up and negotiate transaction documentation, including letters of intent (LoL) and term sheets, exclusivity agreements, share purchase agreements (SPAs), shareholders’ agreements (SHAs), investment agreements, joint venture agreements, agreements for the acquisition/divestment of companies or their organized parts, escrow agreements, as well as transitional services agreement to ensure a smooth and orderly administrative transition of the company into the hands of the buyer
- Antitrust – we represent clients in concentration proceedings before the competition authorities (in particular the Office of Competition and Consumer Protection and the European Commission) and before the relevant authorities in proceedings leading to the necessary administrative decisions
- We advise on obtaining transaction insurance (W&I insurance), including at the stage of negotiating terms with insurers
- We advise on the financing of M&A transactions
The basic principle that unites our team is to build relationships based on respect and trust.
We have been advising entrepreneurs for 30 years, so we understand the nature of business and how to properly support it. We focus on efficiency, transparency and partnership.
Experience
2023
- Enterprise Investors fund’s investment in Bisar S.A. (Transaction value: PLN 125 million)
- Investment of BNP Paribas Bank Polska in the Wysoka Grzeda group
- Buyout of shares of Polska Grupa Biogazowa S.A. from PFR and their sale to TotalEnergies Group
- Investment of Telko Poland, owned by the Finnish corporation Aspo in Eltrex sp. z o.o. sp. k.
- Sale of a majority stake in Hymon Fotowoltaika sp. z o.o. to a consortium of Kajima Partnership Europe and Griffin Capital Partners
2022
- Sale of a majority stake in Suwara S.A., a public company listed on the Warsaw Stock Exchange, to Plast-Box. (Transaction value: approximately PLN 100 million)
- Sale of shares in Zielona-Energia.com Logistics to EDP Energia Polska Group sp. z o.o. (a global leader in renewable energy and PV solutions)
- Anwim S.A.’s investment, a portfolio company of Enterprise Investors, in the Dutch company The Fuel Company Holding B.V.
- Medicalgorithmics S.A.’s acquisition of an investment from Biofund LLC
- Eco Classic’s investment in the company I am Poznan
- Investment of Polska Ceramika Ogniotrwała Serwis S.A., a Lode Group company, in PW Partner
- Investment by Vercom S.A., an R22 Group company, in MailerLite Group companies
- Acquisition of a 19 MW photovoltaic farm project by Luneos Green Energy sp. z o.o.
- Sale of Asist to PIB Group, one of Europe’s largest agency and brokerage market groups
- MS Galleon AG’s (Michal Solowow’s group) investment in Rafako S.A.
- Sale of LENTEX Wykładziny sp. z o.o. by LENTEX S.A. to Unilin B.V., a Belgian company belonging to the American Mohawk Group
- Sale of 100% of shares in Expert sp. z o.o. to ROHLIG SUUS Logistics
- Lux Med Group’s investment in Medtour sp. z o.o.
2021
- Lux Med Group’s investment in Swissmed Centrum Zdrowia, a public company listed on the WSE
- Lux Med Group’s investment in HIFU CLINIC urology clinic
- Call for 100% of shares in OEX S.A., a public company listed on the WSE
- Sale of reinsurance broker Smartt Group to brokerage group MJM Holdings
- Sale of Dietly.pl platform, a MasterLife Solutions sp. z o.o. company, to Żabka Polska sp. z o.o.
- Investment of Raya Holding for Financial Investments S.A.E. a company listed on the Egyptian Stock Exchange in Makarony Polskie S.A., a public company listed on the WSE
- R22 S.A. and H88 S.A. investment in Sellintegro sp. z o.o.
- Purchase of Hotel Sielanka on the Pilica River by the owners of the Lode Group
- Sale of BetaMed S.A. to Air Liquide
- Polish Bank of Stem Cells S.A.’s investment in the English company Smart Cells Holdings Limited
- Investment of Polski Bank Komórek Macierzystych S.A. in companies operating stem cell banks in the Czech Republic (Rodinná banka perinatálních a mesenchymálních buněk s.r.o.) and Slovakia (Rodinná banka perinatálnych a mezenchymálnych buniek s.r.o.)
- Sale of 100% of shares in Edventure Research Lab sp. z o.o. to Betacom S.A.
- Sale of shares in Małkowski Martech S.A. to ASSA ABLOY
2020
- Lux Med Group’s purchase of St. Elizabeth’s multispecialty hospital in Warsaw
- OEX S.A.’s investment in iPOS S.A.
- Sale of majority stake in inFakt sp. z o.o. to Visma Group (portfolio company of Hg Capital)
- Sale of Simple S.A., a public company listed on the WSE, through a tender offer announced by Total Specific Solutions, a Constellation Software Inc. group entity
- Investment by a group of co-investors Custodia Capital in Atende Software sp. z o.o.
- Sale of Veracomp S.A.’s business to an entity that is part of the Exclusive Networks international group
- Acquisition by Columbus Energy S.A. of shares in twenty-seven special purpose companies holding rights to photovoltaic farm projects
- Sale of MZN Property S.A. a public company listed on the WSE through a tender offer announced by Ringier Axel Springer Media
- Acquisition by Polski Bank Komórek Macierzystych S.A. 70% of shares in Famicord – Acibadem
- Conclusion by Polski Bank Komórek Macierzystych S.A. of a preliminary agreement for the purchase of Sorgente shares
- Conclusion by Polski Bank Komórek Macierzystych S.A. of a preliminary agreement for the purchase of the German company eticur
- DialCom24’s investment in Depilacja.pl
- Acquisition by Lux Med Group of Niepubliczny Zakład Opieki Zdrowotnej REMEDIUM sp. z o.o. in Nowy Sącz
2019
- Wirtualna Polska Media’s investment in AutoCentrum.pl
- DialCom24′s acquisition of Infinite sp. z o.o. from Emperia Holding S.A., a Maxima Groupe company
- mLeasing’s investment in LeaseLink
- Acquisition of Bebecord by Stemlab, a subsidiary of Polski Bank Komórek Macierzystych S.A.
- Polimex Mostostal’s acquisition of control over Energomontaż – Północ Belchatow
- Lux Med Group’s investment in Optimum Head and Neck Clinic
- Investment in Profi sp. z o.o. by a group of individual investors
- Polish Biogas Group S.A.’s acquisition of investment from PFR
2018
- Sale by Bioton S.A. A 95.6% stake in Australian-listed Singaporean company SciGen to Chinese pharmaceutical company Yifan International Pharmaceutical (deal value: $56.7 billion)
- Vercom S.A.’s investment in Userengage sp. z o.o.
- Lux Med Group’s investment in Swissmed Private Medical Service, a public company listed on NewConnect (transaction value: PLN 14.5 million)
- Polish Bank of Stem Cells S.A.’s investment in Portuguese company Stemlab S.A., the largest stem cell bank on the Iberian Peninsula
- Investment by FamiCord AG, a subsidiary of Polski Bank Komórek Macierzystych S.A., in Biocell Lugano S.A., a Swiss company
- Wirtualna Polska Holding S.A.’s investment in Superauto24.com sp. z o.o.
- R22’s investment in Romanian web hosting companies Gazduire Web, mxHost and xServers (deal value: €5.3 million)
- Sale of majority stake in Fit Fabric gym chain to Fit Invest owned by Benefit Systems
- Acquisition of Graviton Capital shares by REINO Partners and REINO Dividend Plus S.A.
- Sale of majority stake in Fast White Cat S.A. to SARE S.A.
- A private investor’s investment in Columbus Energy S.A.
2017
- Investment by the owner of the Przelewy24 group in Currency One S.A.
- Sale of 100% of Madej Wróbel’s shares to Bruno Tassi
- Sale of 100% of FPiN Wapienica shares to Leszek Sobik
- Lux Med Group’s investment in the Prima-Dent chain of specialist facilities
Older
- Sale of a controlling stake in Novita S.A., a company listed on the WSE, to Tebesa sp. z o.o., a subsidiary of Vaporjet Ltd.
- Sale of 100% of SALMO to FOX International Group Limited
- Sale of 100% of shares in Casus Finanse S.A. to the Lindorff Group
- Lux Med Group’s investment in Magodent (operator of oncology hospitals)
- Lux Med Group’s investment in Medicor Medical Center
- Sale of 100% of OBRAM S.A. shares to TETRA PAK
- Lux Med Group’s investment in the company in Enel-Med diagnostic facilities (transaction value: PLN 52 million)
- Sale by CAM Media S.A. 100% of the shares of Ad-Vice sp. z o.o. to Ströer Polska sp. z o.o.
- Investment of Polski Bank Komórek Macierzystych S.A. in Diagnostyka Bank Komórek Macierzystych sp. z o.o.
- BNP Paribas Bank Polska S.A.’s investment in CCIG Group sp. z o.o.
- Acquisition of 100% of shares in the Slovenian company Adria Airways Tehnika d.d. by Linetech Holding S.A.
News
& Insights
12.04.2023
GESSEL advises VirtusLab Group on a landmark merger in the IT sector
GESSEL provided multidisciplinary legal support to VirtusLab in its takeover of SoftwareMill, a computer programme consultant. We are proud to have as...
14.09.2023
GESSEL has once again been recommended in the IFLR1000 2023 international ranking
Our law firm has once again been recommended in the international IFLR1000 2023 ranking in the categories M&A, Capital markets: Equity, Capital markets: Debt. Indiv...
11.08.2023
Transaction Sescom S.A. in the final of the 2023 Thames Valley Dealmakers Awards
The deal to sell 100% of PCB Technical Solutions Limited to Sescom SA, which we advised in the process, is a finalist in the prestigious Thames Valley Dealmakers Awards ...
13.07.2023
GESSEL advises on yet another LUX MED investment
We advised the LUX MED group on yet another investment – this time in Orthos Szpital Wielospecjalistyczny in Komorowice near Wrocław. Our comprehensive support includ...
12.07.2023
M&A transactions – new obligations for entrepreneurs using foreign subsidies
As of July 12, 2023, Regulation (EU) 2022/2560 of the European Parliament and of the Council of December 14, 2022 on foreign subsidies distorting the internal market (th...
28.06.2023
We advised the Avallon MBO fund in the process of preparing, negotiating and signing transaction documentation for the acquisition of a majority stake in SAT sp. z o.o.
We advised the Avallon MBO fund in the process of preparing, negotiating and signing transaction documentation for the acquisition of a majority stake in SAT sp. z o.o.,...
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