M&A Transactions (Mergers and Acquisitions)

We provide financial and transactional advisory at every stage of preparing and executing sales, mergers, and acquisitions for companies. With our support, company owners and management boards find suitable partners, effectively execute business sale transactions, and acquire the targets selected with our help.

Selling all or part of the company’s shares enables its owners to free up funds for other purposes. On the other hand, the path of company development through acquisition or merger with an entity of a similar or complementary profile can significantly accelerate the growth of its value. We operate in a comprehensive manner, and thanks to our membership in the international organization Pandea Global, we provide our clients with access to strategic investors worldwide.

M&A ADVISORY ON THE SALE OF A COMPANY

Selling all or part of a company’s shares is a complex, multi-stage process. Our task is to prepare your company for it properly, with the aim of increasing its value. This includes identifying internal reserves and the risks that could affect the transaction. Using our contacts and international relationships, we identify potential buyers with the right profile and scale of operations. An important part of the work is preparing the project documents, a Teaser and an Investment Memorandum. They present the company’s full profile, its competitive advantages and the investment rationale.

Building a financial model that transparently outlines sources of revenues and costs, KPIs, as well as company/group results and forecasts, enables an accurate company valuation and effective discussions. Then, we gather initial offers and oversee the due diligence process, i.e., the examination of the company/group by the selected potential buyer. A crucial area of our involvement for the success of the transaction is negotiating terms of the transaction: Term Sheet, followed by the investment agreement and the share purchase agreement (SPA). Once the complete transaction documentation has been signed, we support the fulfillment of the conditions precedent, including obtaining the necessary approvals for the transaction.

TRANSACTION ADVISORY ON MERGERS, ACQUISITIONS AND BUYOUTS

Our transactional advisory for company sales or acquisition of another enterprise encompasses the entire preparatory and implementation process necessary for the successful execution of the process.

The preparation stage covers an economic and financial analysis, a financial forecast model and a company valuation. It also includes support in selecting other advisers, defining the best transaction structure and setting a timetable. Careful management of communication and relationships with potential buyers makes it possible to build a competitive process. We organize and oversee due diligence and advise throughout the negotiations. This takes work off the Board and the Owners and makes the process more efficient and secure.

In the final phase of the transaction, we provide advice on the ultimate negotiation and signing of the investment agreement and share purchase agreement (SPA). Throughout the various phases, we conduct substantive coordination of the work of legal advisers and all parties involved. We also assist in obtaining external financing for acquisitions. In transactions involving industry investors, we advise in preparing a joint business plan, which includes the calculation of synergy effects arising from M&A transactions. Additionally, we support the post-acquisition integration process.

With our help, you can also carry out leveraged buyouts (LBO), management buyouts (MBO) and management buy-ins (MBI). We will prepare the transaction structure and check its economic parameters. We will prepare the Investment Memorandum and arrange external financing in the form of debt or equity from a financial institution. In a management buyout, we also define the relationships within the management group so that it can set up an investment vehicle. We represent the management group in negotiations with the owner and the financial institution.

WHEN TO CONSIDER AN M&A TRANSACTION

A capital transaction may be justified when a company reaches a barrier to further organic growth and competition calls for unconventional steps. Such a transaction can be a merger, the acquisition of a market player to form a corporate group, or the sale of shares in the company.

HOW WE RUN THE M&A PROCESS

We assist our clients in preparing a coherent development strategy that combines M&A transactions with the long-term growth of the companies, and the personal plans of their owners. We prepare analyses that show the best moment for a sale, merger or buyout. We organize and oversee the effective execution of transactions while maintaining competitiveness, as well as maximum confidentiality and process security. We also provide advice on specific transaction processes, such as leveraged buyouts (LBO), management buyouts (MBO) and management buy-ins (MBI). We are responsible for the full coordination of activities of entities involved in the progress and finalization of the transaction.

SELECTED M&A TRANSACTIONS

Some of the transactions in which we advised sellers or buyers:

• Audioteka S.A.: sale of 60% of shares to Wirtualna Polska Group (2022, PLN 95 million)
• Dynamics Development Center sp. z o.o.: sale of 100% of shares to EIP Group (2019–2020)
• Ekobet Cementy sp. z o.o.: sale of 100% of shares to Thomas Gruppe (2019)
• Fibar Group S.A.: sale of 100% of shares to Nice S.p.A. (2018, EUR 63 million)
• Finansowysupermarket.pl: sale of 100% of shares to Wirtualna Polska Group (2015, PLN 12.5 million)
• Ergon Poland (CRH Group): sale to Pekabex Group (2015, PLN 49.8 million)
• Bauer Media Group: acquisition of 100% of Rankomat.pl S.A. (2015)
• Centrum Klima S.A.: sale of a controlling stake to Lindab Group (2012, over PLN 60 million)

Other transactions are listed on the Transactions page.

FREQUENTLY ASKED QUESTIONS ABOUT M&A ADVISORY

How do I choose an M&A adviser and what should I ask?

Ask which transactions the adviser has closed, ideally in your sector and at a similar scale, and who will run your project day to day. Access to buyers in Poland and abroad matters too, as do the fee terms and an assurance that the adviser does not act for the other side of the same deal. We are an independent financial and transaction advisory firm, with 24 years of experience and 82 completed transactions worth PLN 2.65 billion in total.

Do you have experience in my sector?

Most of the transactions described on our website were for IT companies. Industrial equipment manufacturing and distribution come next, then media and telecoms. There are also deals in financial services, FMCG, healthcare and internet marketing. Examples include the sale of a majority stake in a leading Polish online fashion platform to a trade investor, and our work for one of Poland’s major food companies on the PLN 15 million acquisition of a competitor, financed with bank debt. For SoftServe, an IT company, we searched for acquisition targets in Poland and Central Europe. All transactions are described on the Transactions page.

Can you help sell a company to a foreign investor?

Yes. We are a member of Pandea Global M&A, a global network of independent M&A advisory firms, which gives our clients access to strategic investors worldwide. We advised on company sales to, among others, Italy’s Nice S.p.A. and the international trade investors Thomas Gruppe and Pollet Water Group. For SportsDirect.com, working with a partner in Austria, our work led to the acquisition of that country’s market leader for EUR 40.5 million. We also advise companies that want to grow in Poland through acquisitions: for OEM Automatic, SIG plc and Niko Group we analyzed potential acquisition targets.

How long does it take to sell a company with an M&A adviser?

Typically 7 to 15 months. Preparation takes 1 to 3 months, depending on how quickly the client can provide the information and data we need. Execution, from approaching investors to closing, usually takes 6 to 12 months. Its length depends on external factors, such as market conditions and the fit between the company and the investor, and on internal ones: the quality of earnings, the phase of the business cycle the company is in, and even the seasonality of its business. The scope of due diligence and the time needed to obtain the approvals on which closing depends also matter.

How much does an M&A adviser cost?

Our fee has a fixed and a variable part. The fixed part is a monthly retainer paid for an agreed number of months. The variable part, the success fee, is a percentage of the transaction value. It is payable only once the transaction has closed and the proceeds have reached its beneficiaries. We adjust the percentage to the size of the deal, and the agreement can also include a premium for reaching agreed valuation thresholds.

We set both parts separately for each transaction, according to the expected workload and the complexity of the project. Clients usually reimburse our travel and accommodation costs. If we help set up and run the data room, we charge an additional fee for that work. It covers organizing the materials, uploading documents, handling questions and answers, and managing access.

What companies and transactions do you work on?

As a rule, we work for companies with annual EBITDA of at least PLN 5 million. They usually grow revenue quickly while keeping or improving their EBITDA margin. There are exceptions. We are happy to work with companies that have high growth potential, whatever their current results. Our clients include both mature companies with stable revenue and EBITDA and standout start-ups. We advise sellers and buyers: on the sale of a company, the acquisition of another business, mergers, and on leveraged buyouts and management buyouts (LBO, MBO). If your company is smaller but has clear growth potential, we would be glad to talk.

How do you protect confidentiality before a buyer signs an NDA?

In two ways. In discussions with potential investors we do not disclose the company’s name, and we run those discussions so that its identity stays protected. If we send materials, it is usually an anonymized teaser: a short note of a few pages about the company. It contains no name or details that would make the company easy to identify, yet it gives an investor enough to decide whether they are interested. We share the company’s name and detailed information, including the information memorandum, only after the investor signs a non-disclosure agreement (NDA). Later, only the people we grant access to can see the documents in the data room.

SECTORAL SPECIALIZATIONS

Internet marketing

E-commerce

New technologies

Technologies for the construction industry

IT

Gaming

Smart home

Industrial production

Healthcare

Sales and distribution

FMCG

Building materials and construction

Pharmaceuticals

Transport

Renewable energy

B2B and B2C services