MFW Fiałek advised an entity from the Play Group on the acquisition of 51% shares in Phobos Grupa Taurus sp. z o.o. operating in the field of network maintenance (line service), HFC, FTTx, GPON, XGS-PON, subscriber service and installations.

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’s work was led by Rafał Siemieniec – Associate Partner and Mariusz Domagała – Senior Associate. The team also included, Michał Kret – Associate, Paweł Siwiec – Senior Associate, Maksymilian Kulczycki – Associate, Wojciech Lichterowicz – Associate, Mateusz Więckowski – Associate, Cezary Giziński – Associate, Natalia Grzegorzewska – Junior Associate. Project was supervised by Mirosław Fiałek – Partner.

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.

The law firm of MFW Fiałek advised the franchisee of the Bvlgari brand in connection with the negotiation of a lease agreement with the administrator and the owner of the building where the first Bvlgari brand store in Poland was opened.

Our advice included negotiations of the lease agreement with the administrator and the owner of the property situated on Plac Trzech Krzyży in Warsaw, where the first store of this luxury brand in Poland will be located.

Bvlgari is an Italian luxury brand created in 1884 by Greek-born jeweler Sotirio Bvlgari. It draws inspiration from Italian and Greek culture and art.

The project was led by Rafał Siemieniec – Associate Partner, with the support of Natalia Grzegorzewska – Junior Associate.

MFW Fiałek advised on obtaining financing for Langmedia sp. z o.o., a company in the Tutore Poland sp. z o.o.’s capital group.

Our advice

Our advice included the preparation and negotiation of the loan documentation and accompanying documents.

The team’s work was led by Mirosław Fiałek – Partner. The team consisted of Paweł Siwiec – Senior Associate, Cezary Giziński – Associate and Natalia Grzegorzewska – 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 Milestone Real Estate sp. z o.o. in the process of group reorganization.

Our advice

Our advice included developing a model for the reorganization of the group and advising on the preparation of documentation related to the implementation of the reorganization. The reorganization involved more than a dozen companies in the Milestone Real Estate group.

The transaction team led by Rafal Siemieniec – Associate Partner included Mateusz Więckowski – Associate and Natalia Grzegorzewska – Junior Associate.

About the Company

Milestone Real Estate is a developer with a wide portfolio of residential projects focused on the aspects of sustainable construction and selective choice of construction materials.

MFW Fiałek advised technology, data, and design company Solita on the completion of the project, which involved the investment and integration of Future Mind into Solita.

Our advice

Our advisory services encompassed comprehensive support throughout the transaction, including, conducting a legal due diligence of the company and support in the preparation and negotiation of transactional documentation.

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 and Franciszek Furmaniak – Junior Associate.

Parties of the transaction

Solita Solita is owned by almost 700 of its employees, and the Apax Digital Fund, a technology-focused growth equity fund advised by Apax Partners LLP. Solita is a well-established, European technology, data, and design company operating in Finland, Sweden, Denmark, Norway, Germany, Belgium, and Estonia. After joining forces with Future Mind, Solita now employs over 2,000 professionals in Europe, with expertise in strategic consulting and business design, software development, data, AI and analytics, managed cloud services, and integration. With the acquisition of Future Mind, Solita is entering the Polish market, and broadening its geographical reach.

Future Mind, a company specialised in the development of mobile applications, offering comprehensive support in digital transformation. In Poland, working with, among others, the largest retailers (including Żabka).

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 Med-Lux sp. z o.o., providing primary healthcare, specialized outpatient care, occupational medicine, and physiotherapy in medical centers near the city of Poznań.

Our advice

Our advisory services included comprehensive support throughout the transaction, particularly involving conducting a legal due diligence of the company, preparing a due diligence report highlighting identified risks, proposing remedial measures to minimize them and secure the buyer’s position, and providing advisory services related to long-term lease agreements, management contracts, and documentation for the share purchase transaction.

The transaction team’s work was led by Mirosław Fiałek – Partner and Michał Karwacki – Counsel. The team also included, Paweł Siwiec – Senior Associate, Michał Kret – Associate, Maksymilian Kulczycki – Associate, Wojciech Lichterowicz – Associate, Mateusz Więckowski – Associate, Cezary Giziński – 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, including hospital treatment in Kraków, Blachownia and Piła locations. As of November 2020, Scanmed Group is a portfolio company of the Abris Capital Partners fund. Abris is one of the leading independent private equity fund managers investing in Central Europe, building regional champions through ESG transformation.

Med-Lux operates two outpatient clinics and a rehabilitation centre on the outskirts of Poznań, offering consultation and diagnostics services across 28 specialisations. The company provides more than 300,000 medical services annually, serving as a vital part of the local healthcare system, and has a team of 85 medical professionals.

MFW Fiałek advised a private equity fund in the three-stage sale of shares in a portfolio company. The sale also involved a management buyout.

The sale transaction took place in three stages. The first stage involved the sale of a minority shareholding, the second stage was the sale of a majority shareholding, and in the third stage, which has just been completed, the remaining portion of the shares was sold.

Our advice

The M&A team’s advice included comprehensive support of the transaction structuring process, followed by drafting and negotiating the transaction documentation, the signing the documentation and closing the transaction. The transaction documentation included an investment and shareholders agreement, as well as agreements for the sale of shares in three phases.

In addition, the M&A team comprehensively assisted the seller in negotiating with the bank lending to the portfolio company the amendments to the security documents in connection with the pledge over the shares being sold to secure the credit agreement for that company.

The transaction team’s work was managed by Mirosław Fiałek – Partner. The team also included Wojciech Lichterowicz – Associate and Natalia Grzegorzewska – Junior Associate.

MFW Fiałek advised Tutore International Luxembourg S.à r.l. in the acquisition of exclusive control over Tutore Poland sp. z o.o.

Our advice

MFW Fiałek comprehensive legal advice in the transaction included the preparation and negotiation of transactional documents, including a preliminary share purchase agreement, a conditional share purchase agreement, and security agreements, such as a registered pledge agreement on shares and guarantee agreements. Additionally, law firm provided advice to the shareholders of Tutore International Luxembourg S.à r.l regarding the financing of the aforementioned transaction.

Parties of the transaction

Tutore International Luxembourg S.à r.l. is the entity that owns Tutore Poland, a modern online educational platform that brings together hundreds of teachers and thousands of students. Tutore Poland sp. z o.o. (formerly Music & More sp. z o.o.) commenced its educational activities in 2017. Initially, Tutore Poland sp. z o.o. conducted in-person classes in over 1000 locations throughout Poland. Following the outbreak of the pandemic in 2020, the company introduced a new business model – online education for children and adults. Today, it delivers innovative classes on a unique, proprietary platform.

MFW Fiałek advised minority shareholders of a company operating in the IT sector in connection with the execution of a minority shareholder’s option to sell a minority stake in the company as well as the execution of the earn-out.

Our advice

The firm’s advisory included work connected with transaction, including key issues related to

• negotiations with the strategic investor and its advisors,
• discussions with group of ten minority shareholders,
• support in agreeing the disputed financial and legal matters,
• coordination of work of group of financial and litigation advisors, and
• negotiations related to the share sale agreement for the acquisition of minority shares by minority shareholders to the strategic investor.

The transaction team included Mirosław Fiałek as Partner, Michał Karwacki as Counsel and Adrianna Kłoda-Szczesna as Junior Associate.