MFW Fiałek is growing in strength, and as a part of this, we are pleased to announce that two more lawyers – Michał Kret and Maksymilian Kulczycki – join our team this December.

Michał has many years of experience in capital market law and providing comprehensive advisory services to investment industry entities. He also has extensive experience in providing day-to-day corporate services to companies, including advising public companies and entities supervised by the Polish Financial Supervision Authority. He has repeatedly participated in projects involving carrying out public offerings and drawing up the offering documentation, and has represented issuers before the Polish Financial Supervision Authority. He took part in concentration proceedings before the President of the Office of Competition and Consumer Protection.

Maksymilian has earned a few years of experience in company law, business law and providing legal services to companies as well as providing transactional advice in the area of mergers and acquisitions, including, in particular, preparing the due diligence reports. He has participated in transactions involving foreign investment funds, conducting negotiations and preparing PSPAs/SPAs.

Maksymilian and Michał – welcome to the team!

We are amongst the most active M&A legal advisors on the Polish market!

In the latest Report M&A IndexPoland Q3 2022 produced by Navigator Capital Group and FORDATA, 11 significant transactions have been identified, two of which took place with our strong footprint.

• We have advised Orkla ASA in acquisition of Da Grasso.
• We have also advised Tar Heel Capital in the investment in SmakMak.

The Report M&A IndexPoland report is a publication that has become a permanent part of the calendar of industry summaries in Poland.

A link to the Report and to the details of the transactions mentioned above you will find below.

Report M&A IndexPoland Q3 2022

MFW Fiałek advised the shareholders of Grupa Nowy Szpital Holding S.A. on the sale of 100% of shares in the company to PHPL s.r.o. belonging to Penta Hospitals International group.

Our advice

Our comprehensive legal advice in the transaction included, in particular, drafting and negotiating the transaction documentation, and providing support at the execution of the transactions documents.

The transaction team’s work was managed by Miroslaw Fialek – Partner. In addition, the team included Paweł Siwiec – Associate, Mateusz Więckowski – Associate, Adrianna Kłoda-Szczesna – Junior Associate and Natalia Grzegorzewska – Junior Associate.

Parties of the transaction

Grupa Nowy Szpital Holding S.A. operates one of the largest hospital networks in Poland that provides medical services under general health insurance. Grupa Nowy Szpital Holding S.A.  manages 10 county hospitals located in three provinces: Kuyavia-Pomerania, Lubusz and Lesser Poland.

PHPL s.r.o. is a part of the international holding Penta Hospitals International. Penta Hospitals International is the largest international network of hospitals and outpatient clinics in the Central and Eastern Europe. The network includes 34 hospitals and 31 outpatient clinics, as well as 26 facilities for long-term ill patients in the Czech Republic, Poland and Slovakia.

MFW Fiałek advised Vantage Capital in a transaction concerning investment in the development of educational facilities based on the Canadian bilingual education system. The transaction was a part of the Vantage Capital’s investment program in Maple Bear CEE with a total value of approximately €100 million. 

Our advice

MFW Fiałek’s advice included comprehensive transactional support, in particular drafting and negotiating the investment and shareholders’ agreement, support in the implementation of the corporate structure in Poland and the negotiation of the franchise agreement, the signing and closing of the transaction.

Rafal Siemieniec – Counsel led the project and managed the team’s work. The team also included Grzegorz Policht – Associate, Paweł Siwiec – Associate, Wojciech Lichterowicz – Associate, Mateusz Więckowski – Associate and Adrianna Kłoda-Szczesna – Junior Associate.

Parties of the transaction

Vantage Capital is an Africa-focused fund manager with offices in Johannesburg. The business was founded in 2001 and has raised funds of over $1.4 billion. Since 2006, Vantage Capital’s Mezzanine division has made 33 investments across four successive funds into 11 African countries, making it the largest and most experienced independent mezzanine funder on the continent.

Maple Bear is the largest and fastest growing K-12 bilingual school network in the world. It offers fully Canadian bilingual methods and strategies, using Canadian and local curricula in full compliance with local education regulations. There are currently more than 570 Maple Bear early childhood, elementary, middle and high school franchises in more than 30 countries, with 10 operating or under development in Central and Eastern Europe. Thanks to the partnership with Vantage Capital, an additional 200 schools will be established in 22 countries within 10 years.

MFW Fiałek advised Milestone Real Estate sp. z o.o. on its acquisition of shares in the project companies that own the development projects in Poland.

Our advice

Our advice included providing comprehensive support in the transaction, including, among others, reviewing the legal status of the project companies, real properties and development projects, drafting and negotiating the transaction documents and closing the transaction.

The transaction team led by Rafal Siemieniec – Counsel included Wojciech Lichterowicz – Associate, Natalia Grzegorzewska – Junior Associate and Adrianna Kłoda-Szczesna – Junior Associate.

Parties of the transaction

Milestone Real Estate sp. z o.o. is a group of private investors who invest their funds in the developments projects, apartments and commercial facilities.

Bluerock has been present in the commercial real estate market since 2012, investing in retail projects in major Polish cities.

We are delighted to announce that MFW Fiałek has been shortlisted for European Specialist Law Firm of The Year at this year’s of the prestigious The Lawyer European Awards edition.

Recognised as the benchmark of excellence in the European legal sector, The Lawyer European Awards ceremony will take place on 29st November 2022 at the Hilton London Bankside.

We are very proud to notice that our deal track record and development path has 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.

Full list of the shortlisted firms: The Lawyer European Awards 2022 shortlist

MFW Fialek advised Polish Development Fund S.A. on the sale of all its shares in PPP Venture sp. z o.o. to one of the closed-end investment funds.

Our advice

Our advice included comprehensive support in the transaction, including, among others, the preparing and negotiating the transaction documentation and the closing of the transaction.

The transaction team led by Miroslaw Fialek – Partner included Rafal Siemieniec – Counsel and Paweł Siwiec – Associate.

Parties of the transaction

The Polish Development Fund is a group of financial and advisory institutions for entrepreneurs, local governments and individuals investing in Poland’s sustainable social and economic development, whose priorities are infrastructure investments, innovation, entrepreneurship development, export and foreign expansion of Polish enterprises, support for local governments, implementation of the Employee Capital Plans programme and servicing foreign investment.

We are pleased to announce that Natalia Grzegorzewska has joined our team as a Junior Associate strengthening our M&A practice.

Natalia has earned a few years of experience in corporate law, business law, and providing transactional advice in the area of mergers and acquisitions, including, in particular, preparing the due diligence reports.

Natalia has also gained experience in business succession and providing ongoing corporate services to companies, including their incorporation, transformation and drafting corporate and transactional documents such as corporate body resolutions, memoranda, share registers.

She is a trainee attorney-at-law at the Warsaw Bar Association of Attorneys-at-Law. She graduated from the Faculty of Law and Administration at the University of Warsaw as well as the Global Business, Finance and Governance at the Warsaw School of Economics. She also holds a diploma of the Center for American Law Studies at the University of Warsaw.

Before joining MFW Fiałek, she worked, among others, with a leading law firm in Poland.

Natalia, welcome to the team!

We are pleased to announce that MFW Fiałek has advised Orkla ASA on the acquisition of shares in the Da Grasso pizzeria chain.

Our advice

The transaction, in addition to the acquisition of the shares, includes the reinvestment of the existing Da Grasso shareholders in a holding company that is Da Grasso’s sole owner.

The MFW Fiałek’s advice includes comprehensive transactional support i.e., among others, carrying out the due diligence review, structuring the transaction, drafting and negotiating the transaction documents, conducting the transaction signing and closing as well as preparing the application to and participating in the proceedings before the President of the Office for Competition and Consumer Protection.

Mirosław Fiałek – Partner led the project and managed our work with the support of Rafał Siemieniec – Counsel. The MFW Fiałek’s team also included Mateusz Mazurkiewicz – Senior Associate, Grzegorz Policht – Associate, Paweł Siwiec – Associate, Wojciech Lichterowicz – Associate, Mateusz Więckowski – Associate and Adrianna Kłoda-Szczesna – Junior Associate.

Parties of the transaction

Orkla ASA is a Norwegian conglomerate with its head office is in Oslo operating in the Nordic region, Eastern Europe, Asia and the USA. At present, Orkla operates in the branded consumer goods, aluminium solutions and financial investments sectors. Orkla ASA is listed on the Oslo Stock Exchange. As at 31 December 2021 Orkla had 21,423 employees. The Group’s turnover in 2021 totalled NOK 50.4 billion.

Da Grasso is a Polish chain of restaurants specialising in Italian cuisine, in particular pizza. The first Da Grasso pizzeria was established in 1996 in Łódź. By 2021 the chain had more than 200 outlets in nearly 150 Polish cities, the highest number of any pizzeria chain present in Poland. The chain’s locations operate on a franchise basis.