Case studies

Mergers & Acquisition team

Selected credentials

Polish producer of packaging

Legal Due Diligence

Legal due diligence of the company producing packaging for household chemistry, cosmetics and food products.
 

Polish part of international group of producing chimneys

Legal Due Diligence

Legal due diligence of the Polish part of the group of company which has more than 40 years experience in flue and chimney production.
 

SMT (2013-2014)

Legal advisory services in sale of the business of the creative agency business (Lemon Sky) by the public company shareholder

Our legal support covered a.o.:

  • drafting and negotiating letter of intent,
  • support of the seller during due diligence process,
  • advising on transaction structure,
  • drafting and negotiating the sale agreement,
  • drafting and negotiating the contracts related to the rules of employment and remunerating of current management of the company by the purchaser.

 

International outsourcing company (2013-2014)

Sell-side legal advisory services in sale of B2B mass mailing services  business 

Our legal support covered a.o.:

  • support during due diligence process,
  • preparation of the feasibility study of the business carve out of mass mailing services unit, 
  • representation of the seller in the negotiation of the purchase agreement (preliminary and final),
  • assisting the seller in obtaining necessary consents for the transaction (including consents from major business partners),
  • preparation and negotiation of a series of auxiliary contracts (a.o. transitional services agreements, subcontracting agreements),
  • assistance in preparation of labour law notifications required for  the transaction process. 

 

Aircraft manufacturer (2013)

Legal due diligence of a Polish aircraft manufacturer providing aircraft maintenance services

The scope of the due diligence project included corporate, intellectual property, employment, real estate, EU fund, environmental protection and airworthiness certification issues.

 

Frozen food producer - cooperation with Deloitte Legal Belgium (Laga) (2013)

Legal advisory services  in acquisition of the European frozen food producer (located in Belgium, France, Poland, Hungary)

Our legal support covered:

  • performance of the due diligence process of the Polish subsidiary,
  • drafting share transfer documentation for the transfer of majority of shares in the Polish subsidiary.

 

Tri-Ring (2012-2013)

Comprehensive legal advisory services in acquisition of bearings manufacturing company (FLT Kraśnik)

The acquisition of 89% of shares in Fabryka Łożysk Tocznych – Kraśnik  S.A. („FLT Krasnik”) – a large manufacturer of bearings – from Agencja Rozwoju Przemysłu S.A. – a Polish state agency.

Our legal support covered, a.o.:

  • legal support during the tender proceedings concerning the sale of shares in FLT Krasnik conducted by Agencja Rozwoju Przemysłu S.A.
  • legal due diligence of FLT Krasnik and its wholly owned subsidiary - a limited liability company producing large bearings, focused on financing, labor law, intellectual property and state aid issues,
  • preparing drafts of and negotiating the contract that transferred the ownership of shares in FLT Krasnik to the buyer (including preliminary and final agreement),
  • representation before the President of the Office for Competition and Consumer Protection with respect to obtaining  a concentration clearance, including preparation of an application, contacts with authorities,
  • support in negotiations with labor unions concerning the social package, including  preparation of comments to the draft documents provided by the labor unions,
  • post-transaction legal advisory concerning corporate issues (changes in the management and corporate documents  of FLT Krasnik).

 

Taiwanese investor (2012-2013)

Comprehensive legal advisory in the acquisition of the lighting fixtures manufacturing company. 

Cooperation with the Polish Agency for Enterprise Development.

 

Guangxi Liugong Machinery (2010-2012)

Comprehensive legal advisory services in acquisition of a construction machinery manufacturing company (HSW)

The acquisition of an organized part of an enterprise of  Huta Stalowa Wola S.A. and shares in Dressta sp. z o.o. was the largest Chinese investment and the largest privatization in 2011 in Poland.

The value of the transaction was ca. 300 mln PLN (EUR 73 mln).

Our legal support covered a.o.: 

  • assistance in preparation and filing of the binding offer in the tender,
  • legal due diligence focused on financing, real estate, labour law and intellectual property,
  • development of  the concept of the most advantageous transaction for the Client,
  • representation before the President of the Office for Competition and Consumer Protection and the Minister of Interior and Administration,
  • preparing drafts of and negotiating the contract that transferred the ownership of Oddział I Huta Stalowa Wola S.A. constituting an organized part of the enterprise and 100% of shares in Dressta sp. z o.o. (the work included the initial conditional agreement, the final conditional agreement and the final agreement),
  • support in negotiations with labor unions and preparing the contents of a social package for employees,
  • preparation and negotiation of a series of auxiliary contracts, among others regarding the purchase of intellectual ownership titles and know-how, leases concluded with receivers of companies and agreements regarding commercial cooperation.
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