MFW Fiałek advised LangMedia sp. z o.o. on the acquisition of 100% of the shares in International Language Institute sp. z o.o.

Our advice

Our comprehensive advice included carrying out the due diligence review, drafting and negotiating the share purchase agreement and other transaction documentation.

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, Kacper Rydz – Associate, Wojciech Lichterowicz – Associate, Jakub Wilk – 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.

International Language Institute (ILI) is a language school specialising in comprehensive language services for companies and institutions. The company offers tailor-made language projects for B2B clients, supporting their business and development goals.

MFW Fiałek advised Tutore Poland sp. z o.o. on the transaction to acquire 100% control of Langmedia sp. z o.o.

Our advice

Our comprehensive advice included the preparation and negotiation of share purchase agreements and other transaction documents.

The team was led by Mirosław Fiałek – Partner and Paweł Siwiec – Senior Associate. The team also included Cezary Giziński – Associate, Maksymilian Kulczycki – Associate and Franciszek Furmaniak – Junior Associate.

Parties of the transaction

Tutore Poland sp. z o.o. operates in the education industry using a modern online educational platform that brings together hundreds of teachers and thousands of students.

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 SOA People Group Sàrl and supported Strelia law firm in the acquisition of shares in public company KBJ S.A.

Our advice

The transaction concerned the acquisition of off-trade organised shares of a public company in an amount allowing to exceed the 50% threshold of votes at KBJ’s general meeting of shareholders.

The Law Firm’s advice included support in negotiating the transaction documentation in terms of regulatory compliance with Polish law and ensuring that the execution of the transaction complied with the requirements for trading in shares of public companies. MFW Fiałek’s team was also responsible for preparing the final documentation and supporting the closing of the transaction.

The client was advised in the transaction by Mirosław Fiałek, Partner, and Michał Kret, Senior Associate.

SOA People Group Sàrl. is a sector operator, active in business software market as an implementation/integration partner for SAP software. The company operates in Western European markets such as France, Belgium, the Netherlands, Germany, Switzerland, as well as in Turkey.

MFW Fiałek advised LangMedia sp. z o.o. and Tutore Poland sp. z o.o. in obtaining financing in the amount of 61.2 million PLN for the buyout of minority shareholders of LangMedia sp. z o.o.

Our advice

MFW Fiałek’s services included comprehensive legal advice on obtaining financing, including drafting and negotiating loan documentation.

The transactional team was led by Mirosław Fiałek – Partner, and Mariusz Domagała – Senior Associate. The team also included Cezary Giziński – Associate, Maksymilian Kulczycki – Associate, Wojciech Lichterowicz – Associate, and Franciszek Furmaniak – 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 has been recognized as a leader among law firms in Poland in 3 categories: Commercial, Corporate, M&A, Private Equity, and Real Estate Law in the 22nd edition of the Rzeczpospolita Law Firm Ranking!
 
We are proud to share that this year, we have the honour of announcing our accolades in the Rzeczpospolita Law Firm Ranking. We have received a total of 6 distinctions (law firms with up to 50 lawyers) for our law firm and our partners:
 
Commercial, Corporate Law, Mergers and Acquisitions
Leading Law Firm: MFW Fiałek
Leading Lawyer: Mirosław Fiałek
 
Private Equity
Leading Law Firm: MFW Fiałek
Leading Lawyer: Mirosław Fiałek
 
Real Estate
Leading Law Firm: MFW Fiałek
Leading Lawyer: Rafał Siemieniec
 
Additionally, the law firm received a distinction (2nd place) in the category: Handling Leading Transactions in Poland in 2023.

We’re thrilled to see our team’s dedication and hard work recognized, with Mirosław Fiałek leading the way.
 
Many thanks to our clients, members of the chapter, and our colleagues from other law firms for their recommendations and congratulations to all the awarded lawyers and law firms!

We are pleased to announce that MFW Fiałek is a finalist of 2024 Polish Private Equity and Venture Capital Association Awards (Nagrody PSIK) in the “Legal Advisor of the Year – Venture Capital” category.

The winners will be chosen by popular vote of PSIK members (the voting will be opened on the 8th of May).

The aim of Nagrody PSIK is to recognise private equity/venture capital funds managers, advisors, banks and law firms for their achievements on the Polish PE/VC market and charitable initiatives. From its first edition in 2018, Nagrody PSIK promote the highest professional standards in the PE/VC industry and PE/VC investors contribution to the growth of Polish companies.

Nagrody PSIK are organised by the Polish Private Equity and Venture Capital Association (PSIK). Since 2002 PSIK has been representing the interests of the Polish PE/VC community and supporting its development. The Polish Private Equity and Venture Capital Association (PSIK) members include the representatives of the PE/VC fund managers active in Poland as well as law firms, banks and advisors active on the PE/VC market.

The ceremony to award the winners of this year’s competition will take place on June 3rd, 2024.

Detailed information: Nagrody PSIK

MFW Fiałek advised Develia S.A. on the signing of an annex to the joint venture agreement with Grupo Lar Polska.

The signing of an annex to the joint venture agreement with Grupo Lar, a Spanish investor and developer, aims to extend the existing cooperation between both developers to include the development of another residential project, this time in Warsaw’s Praga district. The residential project involves the construction of approximately 550-600 flats.

The cooperation has so far included two projects Ursynów#22 and Lizbońska, with a third investment in Białołęka currently in preparation. The implementation of the new investment is subject to the conditions of the real estate acquisition and the approval of UOKiK.

Our advice

Our advisory services in relation to the execution of the annex to the joint venture agreement include comprehensive support for Develia, in particular with regard to the transaction documentation as well as the drafting of the application and proceedings by the UOKIK.

The transaction team consisted of Mirosław Fiałek – Partner and Rafał Siemieniec – Associate Partner, Paweł Siwiec – Senior Associate and Mateusz Trzewik – 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.

Grupo Lar is an international property development company that has been operating for more than 50 years on three continents: in Europe, North America and South America.

MFW Fiałek advised Goliath International Holding B.V. on the acquisition of 100% of the shares in Lucky Duck Games sp. z o.o.

Our advice

Our advisory services included comprehensive transaction support including due diligence, preparation, negotiation, and execution of the share purchase agreement, as well as support during the closing of the transaction.

The transaction team was led by Mirosław Fiałek – Partner, Mariusz Domagała – Senior Associate and Krzysztof Drzymała – Senior Associate.

In addition, the team consisted of Paweł Siwiec – Senior Associate, Michał Kret – Senior Associate, Cezary Giziński – Associate, Maksymilian Kulczycki – Associate, Mateusz Trzewik – Associate, Mateusz Więckowski – Associate, Franciszek Furmaniak – Junior Associate, Jakub Wilk – Junior Associate, and Matylda Frańczak – Intern.

Parties of the transaction

Goliath International Holding B.V. is an international company serving currently over 1.5 billion consumers. Goliath is engaged in the production and distribution of games, toys, and other entertainment products. The company that has been operating since 1980 was founded in the Netherlands and has branches or partners worldwide.

Goliath International Holding B.V. is known for its wide range of products, including board games, card games, puzzles, interactive toys, and other entertainment-related accessories. The company regularly introduces new titles and innovations to the market, aiming to attract a diverse audience.

Lucky Duck Games is an international tabletop game publisher best known for industry-leading Digital Hybrid board games such as Chronicles of Crime, Destinies, Kids Chronicles, and Yummy Yummy Monster Tummy.

The company has an international sales network, and its products are known and liked in many countries. In addition to traditional board games, the company also develops innovations in the field of electronic games, elements of which it also seeks to introduce into its offer.

We are pleased to announce that MFW Fiałek has advised Play Group on another transaction. This time, it was the acquisition of 100% shares in Miconet sp. z o.o.

Miconet operates as provider or intermediator of telecommunications services (including Internet access, digital telephony and TV) for entrepreneurs and consumers, as well as the construction, expansion and maintenance of telecommunications networks.

Our advice

Comprehensive legal advice in the transaction included i.e. among others, carrying out the due diligence review, drafting and negotiating the transaction documents and conducting the transaction closing.

The transaction team was led by Mirosław Fiałek – Partner, Mariusz Domagała – Senior Associate and Michał Kret – Senior Associate. The team also included, Paweł Siwiec – Senior Associate, Maksymilian Kulczycki – Associate, Mateusz Więckowski – Associate, Cezary Giziński – Associate, and Franciszek Furmaniak – Junior Associate and Jakub Wilk – Junior Associate.

The Play Group, part of the French Iliad Group, one of Europe’s largest telecommunications groups, is a leading provider of mobile services, fixed internet and digital TV in Poland.