Mergers and Acquisitions

Taking a holistic approach to mergers and acquisitions (M&A), we provide legal assistance to company owners, professional investors, PE / VC funds, real estate funds, financial institutions – on both sides of the buyer / acquiring company and the seller / acquired company.

We work closely with financial and tax advisors, investment banks, PE / VC funds and other entities involved in M&A transactions, and we also coordinate their actions on the Client’s request.

Our competitive advantage is an extensive and practical knowledge of corporate law and an excellent understanding of balance sheet law, M&A accounting methods and tax-related issues of M&A transactions.

Thanks to our interdisciplinary competences and comprehensive legal solutions, we create added value for our Clients.

Acting as project leaders, we provide our Clients with full coverage of multidisciplinary competencies for the execution of M&A transactions, assuring their smooth completion and closure.

Our main goal is to protect legal interests of our Clients, which is why we exercise corporate ownership supervision at every stage of the transaction, from legal due diligence, through transaction structuring and implementation, to post-merger integration.

We provide:

support in reviewing strategic options, including sale / purchase of restructured assets,
comprehensive legal advice at every stage of M&A transactions, including preparation of NDAs, LOIs, investment teasers, conducting legal due diligence, modelling the most optimal transaction structure (including possible exit scenarios) and implementation of the developed transaction structure as well as post-merger integration activities,
support in corporate mergers, divisions, spin-offs as well as acquisition of shares / organised parts of an enterprise / the whole enterprise,
conducting legal due diligence and coordination of the activities of dedicated tax advisors responsible for M&A tax due diligence,
preparation of all transaction documents, including collateral agreements (instruments), based on the previously developed legal structure of the transaction,
support throughout negotiations and active participation in the negotiations,
representing Clients in proceedings before the supervisory authorities (Polish Financial Supervision Authority – KNF), e.g. in case of licensed entities,
executing appropriate procedures applicable to mergers before the Polish Office of Competition and Consumer Protection (UOKiK),
support in providing transaction financing (refinancing), using debt, capital or mezzanine financing.

REPRESENTATIVE MATTERS

Acquisition of logistics parks

Providing advisory services on the acquisition of logistics parks in five countries of Central Europe by a leading investment bank. The advisory services included structuring the transaction, preparation of the structuring report, verification of transaction documentation (including SPA), reviewing and structuring the financing model, coordinating the work of the advisors in five local jurisdictions as well as close cooperation with the investor in London. Value of the transaction: approx. EUR 230 million

Merger of real-estate companies

Execution of simultaneous merger of three real estate companies. The project included, inter alia, drafting of complete merger documentation, including the merger plan and financial documentation, merger schedule, coordination of the actions of the Management Boards of each company as well as coordinating the actions of other advisors. Value of transaction: approx. EUR 50 million

Acquisition of advanced technology companies

Legal advice on the acquisition of companies in the area of new technologies, including preparation of the tax structure and the principles of Shareholders’ liability. Preparation of full transaction documentation (including PSPA and SPA). The assistance also included preparation of the transaction schedule, coordination of the actions in the financial area as well as coordination of actions of other advisors. Value of transaction: approx. EUR 25 million

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