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.

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.