MFW Fiałek advised Aniela Hejnowska and a group of investors on the execution of the investment agreement for the joint venture and the acquisition of 90% of shares in Future Processing Healthcare sp. z o.o. (currently known as Graylight Imaging sp. z o.o.), a company specialising in the development of medical software and the integration of AI solutions.

Our advice

The company, based in Gliwice, provides software development services to enable its clients to introduce innovative medical devices and products, drawing on its experience in developing ISO 13485-compliant software and in developing medical solutions and algorithms with the implementation of artificial intelligence. Active in the field of medical image analysis for almost 18 years.

Advisory services provided by MFW Fiałek consisted of comprehensive support at all stages of the transaction, and involved preparation of transaction documentation, negotiations, completion of the transaction and post- transaction services. In addition, our legal team was responsible for the process of preparing and negotiating the investment agreement for the establishment of the joint venture, including the structuring of corporate governance and company registration formalities.

The client was advised by Mirosław Fiałek – Partner and Jakub Wilk – Associate.

Parties of the transaction

Aniela Hejnowska – investor and business angel with more than 20 years of experience, which she uses in strategic, process and organisational culture transformations. She was awarded, among others, the title of Businesswoman of the Year 2010, awarded by the Sukces Pisany Szminką Foundation, which promotes the professional and personal development of women.

The other investors are Professor Maciej Banach, a renowned cardiologist, researcher, chairman of the International Lipid Expert Panel, vice-rector of the John Paul II Catholic University in Lublin and academic lecturer at the Medical University of Lodz and Johns Hopkins University in Baltimore, and Dr Eng. Jarosław Bułka, an expert in AI, digital transformation and telemedicine, as well as Szymon Janota, long-time CEO of Graylight Imaging, and Ewa Kieczka-Baranowska, former Head of Business and People at the same company, both with over a decade of experience in the IT industry.

During its operations Future Processing Healthcare sp. z o.o. (currently known as Graylight Imaging sp. z o.o.) has been involved in the development of certified medical devices that have been successfully implemented into clinical workflows and used in practice. At the same time, the company operates in accordance with ISO 14971 and has the capability to develop healthcare software systems in accordance with IEC 62304.

In the period prior to the transaction, the company grew as part of the Future Processing group, known for its advanced approach to IT project management and the use of cutting-edge technology, which has gained the trust of international clients, particularly in the UK and Western Europe. Future Processing has won numerous awards and recognitions that confirm its position as one of the leading IT service providers. Among the awards are the title of Top Cloud Consulting Company 2024 obtained in the Clutch ranking and the title of Global Outsourcing 100 Leader, awarded by IAOP in 2024.

MFW Fiałek advised TM TRADE POL and the Lithuanian law firm NOOR in a transaction concerning the sale of shares in the company to a Lithuanian investor.

Our advice

The law firm advised on the preparation of documentation for the sale of part of the shares in TM TRADE POL, as well as on the increase of the share capital and amendments to the partnership agreement. The scope of services also included the registration of these changes with the National Court Register.

The transaction team was led by Mirosław Fiałek – Partner and Rafał Siemieniec – Associate Partner. The team consisted of Maksymilian Kulczycki – Associate, Michał Kret – Senior Associate, Maksymilian Kulczycki – Associate and Franciszek Furmaniak – Junior Associate.

TM TRADE POL Sp. z o.o. is a Polish trading company specialising in the sale of fertilisers, feedstuffs and industrial raw materials. The company operates in the markets of Europe, South-East Asia and Africa.

In the light of recent challenges in the IT industry, characterized by a post-pandemic downturn of demand and high service costs, the current climate presents unique opportunities for flexible companies.

Latest article for British Polish Chamber of Commerce (BPCC) Contact Magazine, by Kacper Rydz, Associate at MFW Fiałek reviews six strategic paths for Polish companies looking to expand into the UK market, despite the complications introduced by Brexit.

Read the article

We are delighted to announce that MFW Fiałek has been shortlisted for the third time as a finalist in the European Specialist Law Firm of the Year category at The Lawyer European Awards 2024.

Recognised as a benchmark of the highest quality in the European legal sector, The Lawyer European Awards ceremony will take place on 28 November 2024 at The JW Marriott Grosvenor House London.

We are very proud that our achievements and growth trajectory have not gone unnoticed by the judging panel. Congratulations are due to the entire team for this remarkable achievement!

The Lawyer European Awards was the first initiative of its kind to reward and celebrate excellence across the European legal market. The awards scheme attracts entries from over 120 independent law firms headquartered in Europe and global firms across the Continent. Each year The Lawyer European Awards showcase the impressive achievements of Europe’s finest within the legal industry.

Congratulations to all the other finalist – we look forward to the awards ceremony in London!

Full list of the shortlisted firms: The Lawyer European Awards 2024 shortlist

The growing importance of family foundations in M&A transactions in Poland is becoming increasingly apparent in the Polish market.

In our latest article for International Bar Association, Mirosław Fiałek and Krzysztof Drzymała, look at the unique opportunity presented by the introduction of the Family Foundations Act, effective from May 2023, and its potential to revolutionise wealth management and business succession planning.

Through the use of family foundations, founders can ensure that their assets are preserved in accordance with their intentions, while benefiting from favourable taxation of share and stock transactions.

This article provides valuable insights for those involved in mergers and acquisitions or considering long-term succession strategies – for more detailed information, please see our article.

Link to the article ▶ https://lnkd.in/dpzf5cEu

MFW Fiałek advised the shareholders of Dom Whisky on the sale of the remaining stake in Dom Whisky Group companies to United Beverages. The sale of the remaining 20% of shares represents the second and final stage of United Beverages’ acquisition of Dom Whisky. The first stage of the transaction, including sale of the majority stake, took place in 2023.

Our advice

MFW Fiałek advised on all stages of the transaction, including the sale of the majority stake. MFW Fiałek’s services included comprehensive advice on all stages of the transaction, encompassing  guidance on the reorganization of the Dom Whisky Group, assistance with the due diligence process, preparation and negotiation of transaction documentation, and facilitation of the transaction signing.

The transaction team’s work was led by Mirosław Fiałek – Partner and Mariusz Domagała – Senior Associate. The team also included Jakub Wilk – Associate and Franciszek Furmaniak – Junior Associate.

Parties of the transaction

Dom Whisky is Europe’s leading online premium spirits platform offering more than 10.000 products, including “Old & Rare” spirits. In addition to its online store, Dom Whisky operates a chain of stationary stores selling premium and ultra-premium spirits as well as a chain of bars under the Coctail Bar Max brand. Over the last three years, Dom Whisky has continued its dynamic growth, increasing the scale of its business more than threefold, resulting mainly from the rapid development of its online channel. In 2022, the Dom Whisky Group’s companies recorded total revenues of PLN 170 million and operating profit of nearly PLN 20 million.

MFW Fiałek advised the V4C private equity fund on the Polish aspects of collateral provided for the purpose of financing from mBank, optimizing the liquidity of capital calls issued by the fund for investment purposes.

In addition, MFW Fiałek participated in the Polish aspects of the process of raising capital by V4C from an international investor.

The Law Firm’s advice included the analysis and negotiation of security documentation related to providing financing for the purpose of optimizing capital liquidity for a new private equity fund (V4C Poland Plus Fund II S.C.A. SICAV-RAIF) and the analysis and negotiation of additional documentation crucial for raising the capital from the international investor.

The client was advised in the transaction by Mirosław Fiałek, Partner, and Wojciech Lichterowicz, Associate.

V4C Poland Plus Fund II S.C.A. SICAV-RAIF is a new fund established by V4C, aimed at supporting companies in the mid-market segment in Poland, Romania, and across Central and Eastern Europe.

MFW Fiałek advised Tutore International S.à r.l. on Innova Capital’s investment in Tutore Poland.

Our advice

The law firm’s advisory services included the structuring of the transaction, preparation of the transaction documentation (including the share purchase agreement and the shareholders’ agreement), negotiation of the comprehensive transaction documentation for the Polish, Luxembourg and Spanish jurisdictions and coordination with foreign advisors from Luxembourg and Spain.

The transaction also included a buyout of minority shareholders in Langmedia sp. z o.o., the acquisition of a 70% stake in ESL Brains sp. z o.o., the acquisition of 100% of shares in International Language Institute sp. z o.o., and the process of obtaining of financing.

The team was led by Mirosław Fiałek – Partner, Krzysztof Drzymała – Senior Associate and Paweł Siwiec – Senior Associate. The team also included Rafał Siemieniec – Partner, Marcin Gutkowski – Senior Associate, Michał Kret – Senior Associate, Cezary Giziński – Associate, Maksymilian Kulczycki – Associate and Franciszek Furmaniak – Junior Associate.

Parties of the transaction

As a result of the transaction, Innova Capital has become the majority shareholder in Tutore Poland sp. z o.o., which owns a modern online education platform with hundreds of teachers and thousands of students. Tutore International S.à r.l., the existing owner of the company, will remain a minority shareholder following the transaction.

Innova Capital is a private equity fund manager, operating in Poland, investing in majority stakes in mid-sized companies operating in Central and Eastern Europe.

MFW Fiałek advised LangMedia sp. z o.o. on the acquisition of 70% of shares in ESL Brains sp. z o.o.

Our advice

The law firm’s advisory services included carrying out the due diligence review, drafting and negotiating and conclusion of transaction documentation, including the preliminary share purchase agreement (SPA) and shareholders’ agreement (SHA).

The law firm’s services also included comprehensive legal advice on obtaining financing, including the preparation and negotiation of loan documentation.

The team was led by Mirosław Fiałek – Partner, and Paweł Siwiec – Senior Associate, and Mariusz Domagała – Senior Associate in the area of financing. The team also included Marcin Gutkowski – Senior Associate, Cezary Giziński – Associate, Maksymilian Kulczycki – Associate, Wojciech Lichterowicz – Associate, and Franciszek Furmaniak – Junior Associate.

Parties of the transaction

LangMedia 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.

ESL Brains is a platform for English teachers who teach adult learners all over the world. It was created to publish teaching materials that include thought-provoking topics, stimulate critical thinking and spark discussions about the modern world.