From the beginning of the law firm’s existence, as economic opportunities arose in Poland as a result of the transformation from communism to a free-market democracy, our law firm has actively participated in numerous procedures connected with privatization, reorganization and merger of enterprises, and has also acted as legal advisers in the public offering of shares and bonds.
The lawyers from our firm have provided legal support for merger procedures, including the following services for all the merging companies:
- Preparing merger schedules, general meeting agendas, merger resolution drafts, and announcements in the official journal
- Legal support for all general meetings
- Work on implementation of decisions by the President of the Office of Competition and Consumer Protection and registration of the merger.
In the case of mergers of public companies, due to the nature of the merging companies, the work has also required:
- Drafting detailed schedules of all merger steps
- Drafting agreements of all the companies’ management boards on the intention to merge
- Conducting the necessary consultations with offices and institutions of the public securities market, such as the Polish Financial Supervision Authority, the National Depository for Securities, and the Legal Department of the Warsaw Stock Exchange
- Preparing information packages for all companies containing the basic information on the merger, recommendations for shareholders and the expected consequences of the merger
- Obtaining approval from the Financial Supervision Authority as required by securities laws.
Our law firm has carried out a number of merger projects, mainly of public companies, such as:
- Budimex S.A. group – acquisition of Budimex Poznań S.A., Unibud S.A. and Budimex Warszawa S.A. – merger issue of series G, H and I shares
- Merger of Budimex S.A. with Mostostal Kraków S.A. – merger issue of series K shares
- Budimex S.A. – acquisition of the assets of Budimex Trading S.A. – issue of series E shares
- Macrologic S.A. – acquisition of eight subsidiaries of the Macrologic S.A. capital group
- MacroSoft S.A. – acquisition of the assets of Biuro Handlowe MacroSoft S.A. without the issue of shares (pursuant to Art. 646(3) of the former Commercial Code)
- Przedsiębiorstwo Przemysłu Zbożowo-Młynarskiego PZZ S.A. – acquisition of Zakłady Przetwórstwa Zbożowego Szymanów sp. z o.o. and Polskie Zakłady Zbożowe Brzeg S.A. – merger executed as part of the project to consolidate the Polskie Młyny cereals group
- Sokołów S.A. and Farm Food S.A. group – acquisition by Sokołów S.A. of assets of Farm Food S.A., Zakłady Mięsne Jarosław S.A. and Mięstar S.A. – merger issue of series C, D, E shares
- ZREW S.A. – acquisition of the entire assets of ZREW-Service S.A. – issue of series B and C shares