Transactions related to business entity mergers and acquisitions as well as restructuring constitute one of the key operating areas of SPCG. Our lawyers provide advising services regarding both international transactions (including multi-jurisdiction transactions) and domestic transactions. SPCG represents buyers and sellers and acts on behalf of management boards and shareholders of businesses that are parties to such transactions as well as on behalf of financial institutions and investment funds which provide financing.
SPCG specializes in:
- Share sale transactions (incl. shares of listed companies).
- Enterprise sale or in-kind contribution transactions.
- Asset sale transactions.
- Restructuring of capital companies and groups.
- MBO transactions.
- Shareholders (partners) agreements and joint-venture agreements.
- Company merger, spin-off and transformation transactions.
The services provided by SPCG are comprehensive, starting from the planning of the transaction structure (including tax aspects) through the due diligence process (including vendor’s due diligence and the data room organization, including VDR) to drawing and negotiating agreements and other transaction documents, negotiations with trade unions, drawing the notification of the intention of a concentration as well as representation before the competition protection bodies and regulators.
SPCG also provides legal aid with respect to post-transaction operations, including as part of reorganization and transformation of the acquired entities.
Owing to the multi-disciplinary approach, SPCG ensures comprehensive services with respect to all fields of law that may be relevant for the transaction.
SPCG has many years of experience regarding privatization of state-owned businesses and the State Treasury undertakings. We have been acting on behalf of both the State Treasury and the investors.
SPCG lawyers have in particular advised:
in the acquisition of the majority interest in Nu-Med Grupa S.A., owning a radiation therapy center in Elbląg
ZUE S.A. oraz Przedsiębiorstwo Robót Komunikacyjnych w Krakowie S.A.
in the merger of those enterprises
Talanx International AG oraz Meiji Yasuda Life Insurance Company
in the acquisition of the TUiR Warta S.A. shares from KBC Insurance N.V.
PTE WARTA S.A.
During the sale of enterprise of PTE Warta S.A. and the transfer of management of OFE Warta to PTE Allianz Polska
Ujastek Spółka z o.o.
During the acquisition of the majority shareholding in Medikor III Spółka z o.o.
during the de-investment of the real,- hypermarkets in Poland to Auchan Group
in the agreement of enterprise and asset sale to Cadence Design Systems (Ireland) Limited and Cadence Design Systems Gazdasági Szolgáltató Kft., Branch in Poland
KBC Verzekeringen NV
in the transaction of the OFE Warta management takeover and the sale of PTE Warta undertaking to PTE Allianz Polska S.A.
in the acquisition of the minority interest in Nu-Med Grupa S.A., owning a radiation therapy center in Elbląg
Kulczyk Pon Investment B.V.
in the sale of the KPI Polska Sp. z o.o. group to Volkswagen International Finance N.V.
Sobiesław Zasada S.A.
in the restructuring of the Eko-Park S.A. capital group, including the acquisition of the controlling interest in Eko-Park S.A.
T-Mobile Polska S.A.
in the merger of the T-Mobile group entities and transformation of T-Mobile Polska S.A.
Kulczyk Pon Investment B.V.
in the sale of shares in Volkswagen Bank Polska S.A. and interest in Volkswagen Leasing Polska Sp. z o.o. to Volkswagen Bank GmbH and Volkswagen Financial Services GmbH
Fiat Powertrain Spa
in the acquisition of shares in Fiat Powertrain Sp. z o.o. from General Motors
in the acquisition of several wind farm projects in Poland
in the sale of wind farm projects in the north of Poland
Delphi Poland S.A.
in the sale of production plants in Krosno to BW
Kulczyk Holding S.A.
in the sale of shares in Skoda Auto Polska S.A. to Volkswagen International Finance N.V.
Kulczyk Pon Investment B.V.
in the sale of the Magro International group to Porsche Holding GmbH
RPPCh Iglokrak Sp. z o.o.
in the agreement for the acquisition of the FH SCOTT undertaking
Universal Music Polska
in the acquisition of Paris Music
Termo Organika S.A.
in the MBO transaction combined with finding a financial investor for the company
Hugo Boss AG
in the acquisition of a retail network in Poland from the franchisee
Boshoku Automotive Poland S.A.
in the acquisition of the organized part of the enterprise from Polytec Nieruchomości Polska sp. z o.o.
Enterprise Investors Group Funds
in the acquisition of shares in Dino Polska Sp. z o.o.
MPL Technology Spółka z o.o.
in the restructuring and sale of shares to Mitsubishi Electrics
Mota-Engil Central Europe S.A.
in a series of acquisitions of businesses from the construction and extractive sectors
ADM Szamotuły sp. z o.o.
in the establishment of the EOL sp. z o.o. joint venture in the food industry and the sale of an organized part of the enterprise to the company
MMP Neupack Polska Sp. z o.o.
in the acquisition of the undertaking and the merger of the MMP group companies
Lhoist Industrie S.A.
in the acquisition of shares in Opolwap S.A.
Onet S.A. Group
in the merger of the Onet group companies
in the acquisition of minority interest in Vattenfall Heat Poland S.A. and GZE S.A.
Tesco (Polska) Sp. z o.o.
in the merger of business entities from the Tesco (Polska) Sp. z o.o. group
in the swap of shares in Kompania Piwowarska S.A.
Vistula S.A. and Wólczanka S.A.
in the merger of those companies (the first merger of public companies in Poland)
Linde Gaz Polska Sp. z o.o.
in the acquisition of companies from the Airgas and Aga Gaz group, in the merger of the companies in the Linde group and in the merger with the companies from the Airgas and Aga-Gaz group
in the sale of a part of the enterprise to the Siemens AG subsidiary
with respect to the Polish law in relation to the international joint venture project of Ericsson and Sony
in the sale of the enterprise manufacturing suspension systems to Thyssen AG
in the privatization of Polpharma S.A.
in the privatization and merger of Lech Browary Wielkopolski S.A. and Browary Tyskie Górny Śląsk S.A.
Wydawnictwo Naukowe PWN S.A.
in the acquisition of businesses from the publishing sector
in the privatization of Skawińskie Zakłady Materiałów Ogniotrwałych and establishing a joint venture with Vesuvius International