MFW Fiałek advised Tutore Poland sp. z o.o., a leading company in the educational sector, on its acquisition of 51% of shares in LangMedia sp. z o.o.

Our advice

MFW Fiałek’s comprehensive legal advice included in particular carrying out the legal due diligence of LangMedia sp. z o.o. as well as drafting and negotiating the transaction documents, including the share purchase agreements and the shareholders agreement.

The transaction team was led by Mirosław Fiałek – Partner. The team also included Paweł Siwiec – Associate, Wojciech Lichterowicz – Associate, Mateusz Więckowski – Associate, Grzegorz Policht – Associate and Adrianna Kłoda-Szczesna – Junior Associate.

Parties of the transaction

Tutore Poland sp. z o.o. (formerly Music & More sp. z o.o.) started its educational activity in 2017. Its goal was to reach the largest possible group of clients with its modern educational offer. At the very beginning Tutore Poland sp. z o.o. offered in-school classes in more than 1,000 outlets all over Poland. Following the outbreak of COVID-19 pandemic in 2020 the company introduced a new business model – online educational for children and adults. Nowadays it offers innovative classes via its unique self-developed platform.

LangMedia sp. z o.o. is one of the most recognisable language schools in Poland offering passive learning via eTutor, its own application. Its offer includes language courses for individual and enterprises.

MFW Fiałek advised Tutore Poland sp. z o.o., a leading company in the educational sector, on its merger with ProfiLingua, a chain of language schools. Before the merger the schools operated by ProfiLingua will be spun off from Wydawnictwa Szkolne i Pedagogiczne S.A. As a result of this transaction Tutore Poland will join forces with ProfiLingua, the most recognisable educational brand in Poland. Both Tutore Poland and ProfiLingua will continue to operate under their separate respective brands.

Our advice

MFW Fiałek’s comprehensive legal advice included in particular preparing Tutore Poland sp. z o.o. to the transaction, structuring the transaction as well as drafting and negotiating the transaction documents, including the investment agreement and the shareholders agreement. MFW Fiałek also supported the shareholders in building the holding structure, including the drafting and negotiating of the shareholders agreement.

The transaction team was led by Mirosław Fiałek – Partner. The team also included Paweł Siwiec – Associate, Wojciech Lichterowicz – Associate, Mateusz Więckowski – Associate, Grzegorz Policht – Associate and Adriana Kłoda-Szczesna – Junior Associate.

Parties of the transaction

Tutore Poland sp. z o.o. (formerly Music & More sp. z o.o.) started its educational activity in 2017. Its goal was to reach the largest possible group of clients with its modern educational offer. At the very beginning Tutore Poland sp. z o.o. offered in-school classes in more than 1,000 outlets all over Poland. Following the outbreak of COVID-19 pandemic in 2020 the company introduced a new business model – online educational for children and adults. Nowadays it offers innovative classes via its unique self-developed platform.

ProfiLingua is one of the language schools with the longest history and most recognisable brand in Poland. It offers courses for children and adults in dozen languages. Each year ProfiLingua has more than 25,000 students, both in its own schools in the largest Polish cities and online.

IFLR1000 has once again named Mirosław Fiałek, Partner at MFW Fiałek, “Highly Regarded” in M&A and Private Equity!

This is the final release of the IFLR1000 ranking this year. In summary, in this year’s edition IFLR1000 has recognised our law firm in the following categories:

• M&A
• Capital Markets: Debt
• Capital Markets: Equity.

We are very pleased that both our clients and IFLR1000 analysts appreciate the MFW Fiałek team. We are very grateful to our clients and peers for their continuing trust and cooperation. Thanks are also due to all the members of the MFW Fiałek team!

The IFLR1000 ranking is one of the most prominent rankings of law firms operating in the financial and corporate law sector. The results of the ranking are available on the IFLR1000 website.

MFW Fiałek advises Tar Heel Capital sp. z o.o. on the acquisition of the majority block of shares in SmakMak sp. z o.o.

Our advisory

MFW Fiałek’s legal advice covers comprehensive support, including carrying out the legal due diligence, drafting the transaction documents, negotiating and arranging the execution of the transaction documents and providing support in restructuring the sellers’ group.

The transaction team is led by Mirosław Fiałek – Partner and Karolina Woronowicz – Senior Associate. The team also includes Mateusz Mazurkiewicz – Senior Associate, Rafał Siemieniec – Counsel, Wojciech Lichterowicz – Associate and Adriana Kłoda-Szczesna – Junior Associate.

Parties of the transaction

Tar Heel Capital is one of the leading Polish private equity firms. It specialises in acquisitions, debt finance, share issues and sales of companies from various sectors. Tar Heel Capital has a deep, experienced and proven team of investment professionals.

SmakMak is a Polish company that produces a full range of delicious snacks and dinner dishes combining modern and traditional flavours based on tried and tested Polish recipes.

It’s a great pleasure to announce that MFW Fiałek has once again been recognised by the IFLR1000 in the category of M&A in the newly published ranking for Poland.

The IFLR1000 ranking is published by the IFLR International Financial Law Review. Individual rankings in all practice areas will be published in September.

? For more information go to IFLR1000.

MFW Fiałek was one of the advisors to the Polish Development Fund (Polski Fundusz Rozwoju/ PDF) on corporate financing projects under the PDF’s Financial Shield Programme for Large Companies and the provision of liquidity and preferential financing.

The PDF’s Financial Shield is an assistance programme that the PDF launched as part of the Anti-Crisis Shield in 2020. The programme was designed to make preferential financing available to large enterprises to ensure liquidity and financial stability during the period of severe economic disruption due to the effects of the COVID-19 pandemic.

Our advice

Our advice over the two years of the programme included:

• carrying out the legal due diligence of the enterprises seeking financing;
• negotiating the transaction documentation;
• providing support during the signing and closing of transactions, including the establishment of the security interest for the financing provided;
• providing post-transactional support.

With our involvement the PDF’s financial support was provided to enterprises in important sectors of the Polish economy, including transport, hospitality and rehabilitation, media and entertainment.

The PDF was supported by the team led by Mirosław Fiałek – Partner and Rafał Siemieniec – Counsel. Paweł Siwiec – Associate and Wojciech Lichterowicz – Associate coordinated the work of the respective teams.

The Polish Development Fund is a group of financial and advisory institutions for entrepreneurs, local governments and individuals investing in Poland’s sustainable social and economic development, whose priorities are infrastructure investments, innovation, entrepreneurship development, export and foreign expansion of Polish enterprises, support for local governments, implementation of the Employee Capital Plans programme and servicing foreign investments.

We are pleased to announce that Mateusz Mazurkiewicz has joined our team in August as a Senior Associate, strengthening our M&A practice.

Mateusz has more than ten years of experience in providing legal advice to undertakings, in particular in private equity M&A and restructuring.

He has participated in dozens of share deals and asset deals, in various jurisdictions, both on the sellers’ and buyers’ side, advising strategic and industry investors as well as private undertakings. Mateusz has been involved in drafting the due diligence reports and transaction documents, as well as in the post-closing activities. Mateusz is particularly valued for his commitment and ability to develop the right solutions tailored to the client’s objectives and needs.

In his career to date, he has advised both Polish and foreign companies from various industries, including the real estate, commercial, automotive, insurance, new technologies and alternative energy sectors.

He is an attorney-at-law at the Warsaw Bar Association of Attorneys-at-Law. He graduated from the Faculty of Law and Administration at the Warsaw University. He attended the British and European Law School at the British Centre for English and European Law at the Warsaw University in cooperation with the University of Cambridge.

Before joining the MFW Fiałek team he cooperated with renowned law firms in Poland.

Mateusz, welcome to the team!

MFW Fiałek has advised Develia S.A. on the execution of a joint venture agreement with The Heart, a venture building company.

As part of the agreement the parties will incorporate a company whose main product will be a flat rental management platform targeted at institutional and individual investors. The Heart is a technological partner responsible for the creation and operation of the platform.

Our advice

Our advice  included providing Develia with comprehensive support in connection with the executed joint venture agreement, in particular drafting and negotiating the transaction documents and applying for the clearance to the President of the Office of Competition and Consumer Protection. The work of the transaction team was managed by Mirosław Fiałek – Partner. The team also included: Rafał Siemieniec – Counsel and Mateusz Więckowski – Associate.

Parties of the transaction

Develia S.A. is one of the leading development groups in Poland, listed on the Warsaw Stock Exchange. The group carries out commercial and residential projects in Poland’s six largest cities – Warsaw, Wrocław, Kraków, Katowice, Gdańsk and Łódź.

The Heart is a venture building company. It partners with leading corporations to build new businesses, products and distribution channels by matching corporate needs with the tempo, technologies and talents of the startup ecosystem.

IFLR1000 has announced the publication of its capital markets rankings! We are pleased to announce that our team has been distinguished in both Capital Markets: Equity and Capital Markets: Debt categories.

We are very grateful to our clients and peers for their continued trust and cooperation. Thanks are also due to all of the MFW Fialek team members!

The IFLR1000 ranking is published by the IFLR International Financial Law Review. The final category will be published in August together with the individual rankings in all practices.

For more information go to IFLR1000.