TRANSACTIONS, MERGERS AND ACQUISITIONS (M&A)

Are you an investor looking into acquiring an asset or are you planning to recapitalise your company? Or maybe you simply wish to invest funds in a relatively safe environment to benefit from low-risk income?

 

Are you perhaps an entrepreneur planning to recapitalise your business or are you maybe currently in conversation with investors looking to take over your business?

 

Our team has years of experience in managing such projects both on the Polish market as well as internationally.

 

Why do clients choose us?

 

We have years of local and international experience

 

  • We have been advising on mergers and acquisitions for over 20 years. Our team has completed hundreds of transactions.
  • We act as a mediator when your conversations reach a dead-end. We can bring all sides back to the negotiating table and help close the deal.
  • We have extensive experience in negotiations, drafting of comprehensive transaction documents and managing, securing and safeguarding the best interests of investors post-transaction.
  • We work with a fixed group of experienced international advisors to ensure the financial liquidity, as well as legal and tax safety and security of transactions across multiple jurisdictions.
  • We look at transactions not only through the lens of securing and then safeguarding the client’s best interest (which will always be our priority), but also at the overall conditions and business goals, which is of paramount importance for a project’s success.
  • Our numerous clients are private investors with large Polish and foreign capital, companies large and small, from start-ups to large corporations.

 

We provide 360-degree support

 

  • We perform a complete analysis and carry out due diligence (legal and accounting audits) for on both sides – the buyer and the vendor; this allows us to identify any risk factors potentially affecting the buyer.
  • We support our clients in negotiations.
  • We draft investment contracts that ensure our client’s best interest as well as their business goals are secured.
  • We are a multi-disciplinary business. As well as providing legal and tax support, our team helps in business talks (transactional and commercial) both at home and overseas.
  • We represent clients before regulatory bodies (e.g. UOKiK, KNF), courts of law and tax authorities.
  • We offer post-transaction support. It means that we oversee the financial settlement of transactions, the implementation of contractual agreements and other arrangements, we also make sure that the other party fulfils its obligations.
  • Together with BE THERE, a Panasiuk and Partners affiliate, we manage investment and acquisition projects. We provide support to companies seeking capital – for more information please visit bethere.com.pl/en/.

 

Examples of cases:

 

LED THE LARGEST M&A IN THE TECHNOLOGIES, MEDIA AND TELECOMUNICATIONS (‘TMT’) SECTOR IN RECENT YEARS – ACQUISITION PRICE OF CIRCA 3 BILLION PLN

We managed one of the largest acquisitions in the TMT sector in the last several years! Additionally, we were responsible for managing the interests of one of the three main beneficiaries in this transaction. Our services included planning cashflows following financial settlement, negotiations, strategy development and ensuring cooperation from the Investment Fund Group involved in the process. Furthermore, we dealt with the settlement and flow of proceeds within the structure, the coordination of the international elements of the transaction, we provided legal and tax services, etc.

 

ACQUISITION OF A LISTED COMPANY VALUED AT PLN 84 MILLION

Involvement in the sale of shares in a listed company – a leader in fintech managing a real estate search, financing and trading platform – to a leading media group in Europe.

 

COMPLEX TRANSFER OF KEY ASSETS BETWEEN VARIOUS PRIVATE EQUITY INVESTMENT TRUSTS AND ALTERNATIVE INVESTMENT COMPANIES – ASSET VALUED AT OVER PLN 10 MILLION

Sale of assets from a Private Equity Investment Trust to a public company and its subsequent merger with an Alternative Investment Company. We put in place a flexible vehicle to enable investment activities. We structured the transactions, carried out negotiations, provided comprehensive legal services and tax oversight, we also represented our client before the Financial Supervision Commission.

 

M&A ON THE US MARKET – VALUE OF $2 MILLION

Advising a shareholder on an M&A pertaining to shares in a US company (a leader in Java Environments); tax advice, including the planning and drafting of documents, implementation and coordination of the flow of funds between the parties of this international transaction.

 

INVESTOR ENTRY INTO A NEW TECHNOLOGY STARTUP

Involvement in investor entry into QNA Technology sp. z o.o. (nanotechnology) – drafting of investment contract, negotiations, amending the company’s statue, and implementation and management of the transaction. Carrying out the groundwork for the company and its shareholders to enable the entry of a strategic investor. The project involved the creation and implementation of a legal instrument that protected the founding partners in their negotiations with the investor.

 

PLANNING OUT AND IMPLEMENTING A JOINT VENTURE, MANAGING ITS MONETISATION AND PARTNERS’ EXIT – VALUE OF PLN 12 MILLION

Creating the structure for and managing a joint venture within the Antczak Group (real estate). The process entailed developing a structure, planning cashflows and distributions from the sale through special purpose vehicles, a takeover of investment companies, the exit of a co-investor through share redemption, planning out and implementing a billing system, cooperation with an Investment Fund Group as well as with other participants in this complex process.

 

SAFEGUARDING INVESTOR’S BEST INTERESTS IN PRIME REAL ESTATE TRANSACTION

Managing the refinancing of a company involved in prime real estate, carrying out negotiations, providing a loan, as well as putting in place a number of security features (such as: mortgage, guarantees) to enable the side obtaining funding to carry on with their real estate investment.

 

SUPPORT FOR STRATEGIC INVESTOR, SECURING THEIR POSITION IN A STARTUP ON ENTRY

Managing the entry of an investor into Cools Group S.A. (ice cream production) through due diligence, negotiation of letter of intent and term sheet, implementing and carrying out transactions, creating a PLC, drafting of statutes and financing plans, putting in place corporate governance and day-to-day management.

 

VENDOR’S DUE DILIGENCE – PREPARING COMPANY FOR INVESTOR ENTRY

Preparing the Sigmoidal group of companies (IT industry) for the entry of an external investor, including client support by conducting an internal audit (vendor’s due diligence) and participating in negotiations.

Andrzej Sałamacha

Partner/Attorney-at-law

tel. +48 606 524 752 salamacha@panasiuk.com.pl
Marcin Czapski

Partner/Attorney-at-Law

tel. +48 22 625 16 36 info@panasiuk.com.pl
Sylwia Rozwandowicz

advocate trainee

tel. +48 22 625 16 36 info@panasiuk.com.pl

Contact

ul. Nowogrodzka 10/8, 00-511 Warszawa
Tel: +48 22 625 16 36
Fax: +48 22 625 08 80

info@panasiuk.com.pl

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