MFW Fiałek provided comprehensive legal advice to the seller in the sale of 100% of Bioproten sp. z o.o. shares to ENERIS BIO, which acquired the shares.

Our advice

The law firm’s advisory included assistance in matters related to the preparation and negotiation of transaction documentation, and conducting the signing of transaction documentation. MFW Fialek’s advice also encompassed comprehensive support in developing the transaction structure.

Project was led by Mirosław Fiałek – Partner and Michał Kret – Senior Associate. The team included Mateusz Więckowski – Associate, Cezary Giziński – Associate, Maksymilian Kulczycki – Associate and Wojciech Lichterowicz – Associate.

Parties of the transaction

Bioproten specializes in handling Category 3 waste, which includes by-products of animal origin that pose no threat to the health of humans or animals, as well as withdrawn food products of animal origin. The company also engages in collecting kitchen waste from gastronomy establishments and expired food from stores and distribution centers.

ENERIS is a nationwide company operating in the environmental protection sector. The company provides services to 1.4 million residents and is present in over 100 municipalities throughout the country. It employs nearly 1500 workers across 23 locations. The company’s main goal is to reduce the level of pollution in our surrounding environment – air, water, and soil. ENERIS is committed and has the potential to build and finance efficient and innovative solutions tailored to the individual needs of municipalities and industries.

Chambers Europe 2024 has just been published and we are proud to share the news that MFW Fiałek has once again been recognised in the Corporate & M&A: Mid Market category in Chambers Europe 2024.

Notably, we’re proud to share that our firm has made significant progress, advancing to Band 3 this year compared to our previous position.

Our managing partner, Mirosław Fiałek, has maintained his esteemed position in Band 2 from the previous year, further solidifying his reputation as a distinguished lawyer in the Corporate & M&A: Mid Market category.

We extend our heartfelt gratitude to Chambers and Partners for this recognition and, most importantly, to our clients for their ongoing trust and collaboration. Your confidence in us fuels our passion to continuously elevate our services and exceed expectations.

Congratulations to all the distinguished lawyers and law firms recognized alongside us! Here’s to another year of excellence and impactful partnerships.

The full list of Polish law firms and lawyers awarded in the Corporate/M&A: Mid-Market category: Chambers & Partners.

MFW Fiałek advised Develia S.A. in connection with the conclusion of a cooperation agreement within a joint venture with investment funds managed by TFI Rockbridge S.A., Derby Investments sp. z o.o. and a group of individual investors. The goal of the cooperation is the implementation of a multi-stage residential and service investment in Gdynia Leszczynki with a maximum usable area of 90,000 m².

Our advice

The law firm’s advisory in connection with the joint venture agreement included comprehensive advice to Develia in connection with the process, particularly with regard to due diligence, necessary preparatory activities, preparation and negotiation of transaction documentation and obtaining approval of the concentration.

The transaction team was led by Mirosław Fiałek – Partner and Paweł Siwiec – Senior Associate.

The team also consisted of Rafał Siemieniec – Associate Partner, Michał Kret – Senior Associate, Maksymilian Kulczycki – Associate, Mateusz Trzewik – Associate, Mateusz Więckowski – Associate, Franciszek Furmaniak – Junior Associate, and Natalia Grzegorzewska – Junior Associate.

In addition, Rafał Siemieniec – Associate Partner and Mateusz Więckowski, managed the work related to insuring the transaction, including negotiating the necessary documentation.

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.

MFW Fiałek advised Takoni Sp. z o.o. on the acquisition of 100% of shares in Metkom Król Sp. z o.o. and SW Armatura Sp. z o.o., specialized in pipeline, gas, and power solutions.

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. Our services also covered advice on obtaining financing, including negotiation of comprehensive financing documentation.

The transaction team was led by Mirosław Fiałek – Partner, Rafał Siemieniec – Associate Partner, and Michał Kret – Senior Associate.

Mariusz Domagała – Senior Associate, managed the work related to financing the transaction, including negotiating the necessary documentation. In addition, the team consisted of Krzysztof Drzymała – Senior Associate, Paweł Siwiec – Senior Associate, Cezary Giziński – Associate, Maksymilian Kulczycki – Associate, Mateusz Trzewik – Associate, Mateusz Więckowski – Associate, Natalia Grzegorzewska – Junior Assoicate Franciszek Furmaniak – Junior Associate.

Parties of the transaction

Takoni is a Polish company specializing in the production of rubber and rubber-metal products by injection molding and compression molding for industries such as automotive, household appliances and heavy industry. As of 2019, the company has expanded its portfolio to include polyurethane products such as pipes, wheels and other mold applications.

Metkom Group, is a leading provider of pipeline solutions specializing in complete pipeline, gas, power and other utility systems.

MFW Fiałek advised CofounderZone fund on the Aleet Sp. z o.o. financing round. CofounderZone acted as the lead investor, angel investors as co-investors and FundingBox fund as the second close investor.

Our advice

Our advice comprised comprehensive support, including due diligence, negotiations and advice related to the execution of a convertible loan agreement for the future capital of Aleet Sp. z o.o.

The transaction team’s work was managed by Mirosław Fiałek – Partner and Michał Karwacki – Counsel. The team also included Cezary Gizinski – Associate, Mateusz Więckowski – Associate, Franciszek Furmaniak – Junior Associate, Natalia Grzegorzewska – Junior Associate and Matylda Frańczak – Intern.

Parties of the transaction

CofounderZone is a platform that connects experienced entrepreneurs with start-ups. The fund works closely with a network of Business Angels created by the fund, which provides additional value through a tailor-made approach to structuring and financing private market transactions and benefits from the expertise, contacts and experience of its members. It includes business owners and corporate managers who want to invest their time and capital in growing, innovative companies.

Aleet comprises a group of experts in machine learning, optimisation, as well as transport and urban planning. The team consists of more than 20 actively involved developers, researchers, business developers and consultants.

With pleasure, we inform you that the law firm MFW Fiałek provided comprehensive legal advice to Michał Kołakowski, the majority owner of Arka Gdynia S.A., in concluding preliminary share purchase agreement regarding the sale of 75% of the shares and reaching  the agreement on the settlement of the dispute over the title to the sold shares with the club’s previous majority shareholder.

Our advice

The law firm’s advisory included support in matters related to the preparation of transaction documentation and the dispute settlement and conducting the signing of the documentation.

The transaction was led by Rafał Siemieniec, an Associate Partner, and Mateusz Więckowski, an Associate. Mirosław Fiałek, a Partner, provided support, overseeing the process. The project team also included Natalia Grzegorzewska – Junior Associate.

Arka Gdynia S.A. is a Polish football club with a rich history and traditions, which currently plays in the First League.

MFW Fiałek advised the medical group Scanmed, which is one of the leaders among private medical operators, on the acquisition of 100% of the shares in the company Centrum Rehabilitacji sp. z o.o. with its seat in Chorzów that provides specialized healthcare services.

Our advice

Our advisory services encompassed comprehensive support throughout the transaction, including, among other things, conducting a legal due diligence of the company, preparing a due diligence report highlighting identified risks, and proposing remedial measures to minimize them and secure the buyer’s position. Additionally, we handled the preparation and negotiation of transactional documentation, including the long term lease agreement.

The transaction team’s work was led by Mirosław Fiałek – Partner and Michał Karwacki – Counsel. The team also included, Paweł Siwiec – Senior Associate, Cezary Giziński – Associate, Michał Kret – Associate, Maksymilian Kulczycki – Associate, Wojciech Lichterowicz – Associate, Mateusz Więckowski – Associate, Natalia Grzegorzewska – Junior Associate.

Parties of the transaction

Scanmed Group is a leader among private medical operators in terms of the range of services provided. Scanmed, with annual turnover exceeding PLN 650 million, has been providing medical care to patients throughout Poland for years and is constantly developing the range of services offered. The Group’s activities include primary health care and outpatient specialized care in over 40 locations across Poland, treatment in cardiology wards as well as hospitals in Kraków, Blachownia, Piła, Żory and Chorzów. As of November 2020, Scanmed Group is a portfolio company of the Abris Capital Partners fund.

The goal of Centrum Rehabilitacji Sp. z o.o.  is to provide comprehensive rehabilitation treatment in accordance with the model developed by the National Consultant Team for Rehabilitation and Social Adaptation at the Polish Academy of Sciences. The operational area covers the Silesian Voivodeship. Centrum Rehabilitacji Sp. z o.o.  executes contracts with the National Health Fund (NFZ) as well as commercial procedures.

MFW Fiałek and Orrick, Herrington & Sutcliffe LLP advised Cogito Capital Partners, the lead investor in a Series A investment round of UK company Sky Engine Limited and its Polish subsidiary Sky Engine Sp. z o.o.

Parties of the transaction

SKY ENGINE AI is a simulation and deep learning platform that generates fully annotated, multimodal, synthetic data, provides advanced domain adaptation methods and trains AI computer vision algorithms at scale. It is a tool for data scientists, ML/software engineers creating computer vision projects in any industry. SKY ENGINE AI’s technology enables production of smarter and more accurate AI models, and offers improved project economics, all without requiring developers to leave their desks to gather relevant data, especially for edge cases. By 2024, Gartner predicts 60% of data used for these projects will be synthetic – rising to 95% by 2030.

Cogito Capital Partners is a venture capital firm based in Warsaw, Poland and New York, USA. Cogito invests in later stage European deep-tech B2B companies (“scale-ups”) with global expansion potential, operating in three key sectors: enterprise software/data analytics, fintech & healthtech.

MFW Fiałek provided comprehensive legal advice to XBS Group entities in obtaining an investment loan from mBank S.A.

Our advice

We provided comprehensive advice on negotiating financing documentation.

The project was led by Mirosław Fiałek – Partner and Mariusz Domagała – Senior Associate. The transaction team also included Wojciech Lichterowicz – Associate and Natalia Grzegorzewska – Junior Associate.

XBS Group offers comprehensive logistics services. The company provides advanced supply chain logistics solutions, enabling clients to effectively manage their supply chain and achieve operational efficiencies.