Anwim appoints BNP Paribas to explore strategic options

Anwim was founded in 1992 and initially it dealt solely with fuel wholesale. In 2009 the company launched retail operations and created an independent nationwide chain of petrol stations. Polish Enterprise Fund VIII, a private equity fund managed by Enterprise Investors, acquired a significant minority stake in Anwim in 2018. At the time the company had just over 180 fuel stations and EUR 730 million in annual revenues. Two years later – in 2020 – the fund increased its stake to majority position. Today Anwim, which operates over 400 service stations, is jointly owned by PEF VIII and minority shareholders, among whom are the company founders. Revenues last year approached EUR 2.8 billion.

MOYA is the largest independent chain of filling stations and the network is growing rapidly. MOYA stations are present in all Poland’s voivodeships, with outlets along the main transit routes and local roads as well as in towns and cities. In addition to fuel sales, the chain’s broad offer includes well-stocked convenience stores, Caffe MOYA outlets with food on the go, as well as other services. MOYA has also been growing quickly in the fleet segment, which was boosted by the company’s expansion into the international fleet card market in 2022 when it acquired The Fuel Company, TFC fleet card’s Dutch operator.

Enterprise Investors backs the dynamic growth of Renters.pl

Polish Enterprise Fund VIII, a private equity fund managed by Enterprise Investors, is poised to back Renters.pl, the second largest short-term rental manager in Poland.

  • PEF VIII will invest up to EUR 19 million in the company’s growth;
  • The fund will acquire up to 80% of shares ipl through this investment;
  • The transaction is conditional upon obtaining antimonopoly approval.

Renters.pl was founded in 2018 by two couples, Marta and Kamil Krzyżanowski and Aniela and Sebastian Hejnowski. The company started off as an operator of 15 holiday apartments in Świnoujście, north-west Poland. Within just a few years, it has become one of the largest players in this market and the country’s fastest-growing short-term rental property manager. In 2019 Renters.pl acquired Little Home, a company owned by Wojciech Maniecki, and it now operates over 2,000 rental apartments. Enterprise Investors will buy both the Hejnowskis’ and Wojciech Maniecki’s stakes, as well as shares owned by bValue fund, while retaining the current CEO Kamil Krzyżanowski at the helm. The funds raised in the transaction will be deployed for further growth and acquisitions.

Renters.pl operates in the very attractive and fast-growing short-term rental management market. It has a highly scalable and cash-generative business model that benefits from the organization’s growing size. The company’s customers are private and institutional property owners seeking comprehensive short-term property management and high rates of return on their investment. In addition to marketing and demand generation, Renters.pl offers homeowners dynamic pricing, management of both bookings and guests, cleaning, maintenance, interior design and professional photo services. The company employs over 110 people and in 2022 generated gross bookings value of nearly EUR 27 million.

“Having recorded growth during the pandemic, Renters.pl has demonstrated it can successfully scale up its property portfolio even under the most challenging conditions. The Polish market is still very fragmented, so for businesses operating in this segment to remain competitive they have to employ increasingly complex technology and have the appropriate resources as well as funding to maintain high-quality services. This creates natural entry barriers for newcomers and a good environment for consolidation,” said Enterprise Investors partner Dariusz Prończuk, who is in charge of this investment. “Renters.pl is an excellent platform for consolidating this sector both in Poland and across the region,” he added.

”The management team has the market expertise and drive needed to continue building Renters.pl’s property portfolio and to pursue consolidation projects. We are proud that the Enterprise Investors team recognized our experience and further growth potential. Our plan is to become the largest short-term rental manager in Poland and, when the time is right, we may even look for expansion opportunities further afield,” said Kamil Krzyżanowski, co-founder and CEO of Renters.pl.

Enterprise Investors backs BISAR

Polish Enterprise Fund VIII, a private equity fund managed by Enterprise Investors, will acquire a 40% stake in BISAR, a fast-growing process outsourcing company operating in Poland and expanding to other Central European countries.

  • The fund will invest up to EUR 27 million in the company’s further growth and foreign expansion;
  • The transaction is conditional upon obtaining antimonopoly approval.

BISAR specializes in process outsourcing services. It was founded in 2015 and very quickly expanded by taking on large corporate accounts. Over time, the company built an impressive portfolio of reputable clients from various industries including retail, logistics and food processing. BISAR’s dynamic growth was spurred by macroeconomic trends – very low unemployment rates, a shortage of workers in almost all sectors of the economy and an aging population. As these trends are pan-European, BISAR has already started geographic expansion: the company entered Romania earlier this year and plans to move into new geographies in the CEE region.

BISAR is committed to ensuring its employees receive professional training, which greatly increases the quality of services provided by the company. Its operational excellence, ability to quickly adjust to customer needs and high standards are greatly valued by the company’s business partners. BISAR will reach EUR 70 million in revenues in 2022 and plans to grow dynamically in the future on the back of prevailing macroeconomic trends.

BISAR provides essential services that respond to the increasing workforce shortages caused by demographic changes. Unemployment levels are low and are likely to stay that way even during the economic downturn. I am convinced that together with the founders we will be able to mitigate the growing imbalance on the labor market in Poland and the region,” said Sebastian Król, a partner at Enterprise Investors who is responsible for this transaction.

Commenting on the deal, BISAR’s management board member Robert Abramek said “We strongly believe that together with our partners at Enterprise Investors we can take BISAR to the next level. This new partnership will accelerate implementation of technological solutions that we have already planned. Given the company’s strategic positioning and outstanding prospects, we plan to expand not only our existing accounts but also new ones outside of Poland.

Enterprise Investors exits Noriel

Polish Enterprise Fund VII, a private equity fund managed by Enterprise Investors (EI), has sold Noriel, Romania’s number one toys, games and children products retailer. The company has been acquired by Sunman Group, a Turkish market leader in toy retail, distribution and manufacturing that operates under the Sunman and Toyzz Shop brands. The value of the transaction will remain confidential.

Enterprise Investors acquired Noriel in 2016 for an undisclosed amount. At the time, it was a family-owned company backed by a financial investor. It operated a network of 47 shops. As part of the deal, EI provided Noriel with EUR 2 million in funding to boost its growth.

Today, the company is a robust omnichannel business with 88 modern stores located all across Romania. Noriel is a top brand on the Romanian toy market – a one-stop-shop for kids and their parents. The company offers the broadest assortment of toys, games and other baby products in the country. Its fast-growing, scalable e-store with an even broader product offering and highly efficient fulfillment function is a perfect platform for entering new markets, as evidenced by the company’s recent expansion to Bulgaria. Noriel’s modern CRM and loyalty systems put it at an advantage over local competitors. The company’s solid sales growth confirms its strong position: in 2022 Noriel is expected reach revenues of RON 312 million, its highest result to date.

“We are proud to be part of Noriel’s journey toward market-leading retail and e-commerce formats that provide the best shopping experience. Today, this is the only player in Romania to offer a true omnichannel service that maximizes online and offline synergies,” said Dariusz Pietrzak, a vice president at Enterprise Investors, who is responsible for the investment. “A shift in preferences toward innovative, entertaining and educational products will further benefit Noriel thanks to the company’s strong product development and sourcing capabilities,” he added.

Studenac accelerates its buy-and-build strategy

Studenac, an Enterprise Investors portfolio company and Croatia’s most dynamically growing grocery retail chain, has announced that it will acquire Lonia, a retailer with 300 stores.

  • The deal is part of Studenac’s ambitious growth strategy to become the leading pure-play proximity supermarket chain in the Adria region;
  • The value of the transaction has not been disclosed.

Lonia Trgovina is a chain of 300 grocery retail stores operating in continental Croatia. Seventy-five of its shops are in the Zagreb metropolitan area, where Studenac has only a handful of stores. The acquisition will complement Studenac’s geographic coverage and will transform the company into a fully fledged nationwide player with the highest number of stores.

Enterprise Investors acquired Studenac in August 2018. At the time, the chain numbered over 380 shops located predominantly on the Croatian coastline and islands, with a hub in Dalmatia. Studenac subsequently integrated five large add-ons – Istarski Supermarketi and Sonik in 2019, Bure in 2021 and Pemo and Lonia in 2022 – as well as several smaller targets with fewer stores. The acquisitions, jointly valued at over EUR 120 million, added 595 shops to the chain. The company has also been growing organically and is on track to complete 100 store openings in 2022. After taking over Lonia, the Studenac chain will have more than 1,050 shops and countrywide coverage. The company’s dominant position is reflected in its strong financial results – the merged company is set to generate revenues in excess of EUR 500 million in 2022.

“I am extremely proud of the results of the hard work my team and I have put into this project. When we took over Studenac in 2018 we had an ambitious plan to become the number one player in Croatia. It took us three years to become by far the largest proximity supermarket chain in the region. We are no longer the brand of choice only for tourists visiting the Adriatic riviera but also for the many Croatians who do their quick daily shopping under the Studenac brand,” said Michał Seńczuk, Studenac’s CEO.

“We have injected over EUR 260 million into Croatia’s grocery retail and plan to continue investing in this sector. We are delighted with the results attained by Michał Seńczuk and his team and are convinced the company will keep growing in the years to come,” added Enterprise Investors partner Michał Kędzia, who is leading this investment. “The change we brought to Studenac is both quantitative and qualitative. Today, a Studenac store is a place where you can conveniently do your quick daily shopping, enjoy a coffee and snack on-the-go, collect deliveries and pay utility bills. Studenac is clearly raising the quality of proximity shopping to the next level,” he concluded.

Jet Investment expands to Poland

Investment company Jet Investment is opening a branch in Poland Warsaw. The unit will be headed by Marek Chłopek, an experienced Polish private equity executive. Jet Investment plans to invest in up to eight companies in Poland over three years with a total value of over EUR 100 million. The plan is to open another branch in Germany next year.

Jet Investment, a Czech Republic-based investment company that manages assets of over €500 million (including committed capital) in its private equity and real estate funds, has opened its own office in Warsaw. An office in Germany will follow next year. “We have been investing in industrial companies in Poland and the whole Central European region for twenty-five years. Our investment approach is based on hands-on management, i.e. close cooperation between us and the management of the companies and participation in the decision-making process, which we will do even more effectively thanks to our expansion through local offices,” says Jet Investment partner Marek Malik.

Jet Investment, which used to own the Polish railway manufacturer Kuźnia Ostrów Wielkopolski and bought Gdansk engineering giant Rockfin and several industrial properties last year, plans to invest at least EUR 100 million in Poland and grow by three to eight acquisitions, each with an equity value of between EUR 10 million and EUR 50 million, over three years. Jet Investment already has eight projects in the pipeline, five in Poland. The company’s sectoral focus is renewable energy equipment, the rail industry, aerospace and automotive industry, industrial machinery, speciality and biochemicals, industrial waste processing and recycling, technical textiles, composite materials, speciality alloys, building materials or ICT. “42 per cent of European industrial companies are concentrated in the Central European region, and large, economically growing Poland offers investors a huge pool of attractive companies with management that is on a par with Western Europe. Our advantage as a local investor is that we are culturally and now, with our office in Warsaw, geographically close to local companies,” explains Marek Malik.

Experienced investment executive Marek Chłopek will lead Jet Investment Poland. “Warsaw is the centre of Central European private equity and still has a lot to offer to investors like Jet Investment, especially because investors of our size are mainly focused on the IT and technology scene here. In the field of industrial investments, we see the room for medium-sized investors on the Polish market and much less competition compared to Western Europe,” says Marek Chłopek, who previously co-founded and headed Penton Partners’ equity group and managed a multi-family office.

The Polish team will prospectively have 6-7 employees, including four experienced investment directors. They will be responsible for sourcing investment targets and their subsequent management, and, once the investment horizon has been reached, also for sourcing potential buyers. Jet Investment plans that the Polish office will also start fundraising after obtaining the relevant license from the Polish authorities and will also offer investment in Jet funds to qualified Polish investors. The current investor base of Jet funds consists of Central European HNWIs, family offices and local and international financial institutions.

Following the Polish office, Jet Investment also plans to establish its investment arm in Germany next year, where the investment team will identify acquisition opportunities and manage German and Austrian companies.

CMS bolsters its CEE corporate offering

CMS bolsters its CEE corporate offering with key partner appointment in Slovakia.

International law firm CMS is bolstering its Central Europe Corporate offering with the appointment of Juraj Fuska as Partner in its Bratislava office.

Widely acknowledged as a leading individual for Corporate, M&A and Commercial, Juraj has over 20 years of experience advising on complex negotiations, major domestic and cross-border mergers and acquisitions, corporate matters, and greenfield investments. He is also an expert in capital markets. As part of his move, Juraj brings with him a team of three associates, Martin Melicher, Demian Boska and Richard Svocak.

Helen Rodwell, Managing Partner of CMS in Prague and Bratislava commented: “We are delighted to welcome Juraj and his team to CMS. Juraj has a strong practice and client base that perfectly complement our existing offering in Bratislava, building on our strong capabilities in deal execution in complex multijurisdictional CEE transactions. We are looking forward to work with our new colleagues.”

Juraj commented: “I am excited to be joining CMS. This truly international law firm has long been committed to the region. Its strong platform in CEE and across the rest of Europe made it an obvious choice for me to take my practice to the next level. I look forward to joining an ambitious team and growing the firm’s presence in Slovakia and Europe.”

Juraj joins CMS from his own law firm Aldertree. Prior to this, he was the managing partner of White & Case Slovakia and the head of the M&A, corporate and capital markets practice teams in Slovakia.

MidEuropa acquires a majority stake in Optegra

MidEuropa announced today that it has entered into a definitive agreement to acquire a majority stake in Optegra Eye Health Care (“Optegra” or the “Company”), a leading European ophthalmology platform operating in Poland, Czech Republic, Slovakia and the UK. The Company is led by an experienced management team who are reinvesting alongside MidEuropa and the current sponsor, H2 Equity Partners. The transaction, which is subject to customary competition and regulatory approvals, is expected to complete in the first half of 2023.

Optegra is offering a wide range of procedures including cataract, AMD, and vision correction for both public and private patients. The Company operates 29 highly integrated state-of-the art facilities and performs over 100k surgical procedures per year with a focus on industry-leading clinical outcomes and outstanding patient experience.

Pawel Malicki, Principal at MidEuropa, commented: “Optegra is a fast-growing European healthcare player ideally positioned to deliver organic growth within its current footprint and expand into new geographies. We have closely followed Optegra’s development over the past few years and are impressed with its progress and excited to work with the management and H2 Equity Partners in building a pan-European ophthalmology champion.”

Dr. Peter Byloos, CEO of Optegra, commented: “Optegra has a proven track record of delivering outstanding clinical outcomes and patient service, enabled by highly standardized pathways. We have built a strong foundation with H2 Equity Partners and we look forward to welcoming MidEuropa to accelerate our expansion and continue our strong engagement with our doctors, clinical teams and staff.”

Robert Knorr, Managing Partner of MidEuropa, commented: “Our investment in Optegra demonstrates the firm’s continued focus on attractive and growth-oriented healthcare opportunities. MidEuropa has a strong track record in building and exiting national and regional healthcare leaders across the Central European region. We look forward to contributing our regional and sector experience to Optegra.”

The transaction was executed by Pawel Malicki, Eugeniu Prodan, David Nemcek and Ivo Cavrak.

MidEuropa was advised by Moelis (M&A), White & Case (legal), LEK (commercial), PwC (financial, tax and IT), and Houlihan Lokey (financing advisory).

H2 Equity Partners was advised by Lincoln International (M&A), Eversheds Sutherland (legal), Mansfield Advisors (commercial), PwC (financial), Grant Thornton (tax), and Diligize (IT).

CMS Law-Now: CR amends Act on Ultimate Beneficial Owners

On 1 October 2022, the amendment to the UBO Act came into effect in the Czech Republic, which places
obligations on Czech companies regarding their UBOs and specifies penalties for companies, which fail to comply
with these obligations.

Under the amended UBO Act, the UBO of a Czech company is now any individual who ultimately owns or controls the company. This includes any individual who directly or indirectly, through another person or legal arrangement,

  • holds an ownership interest or a share representing more than 25% of voting rights in the Czech company;
    has a right to a share exceeding 25% of the profits, other funds or liquidation balance distributed by the Czech
    company;
  • exercises a controlling influence in a corporation or corporations, which, individually or jointly, have an interest
    in the Czech company exceeding 25%; or
  • exercises decisive influence in the Czech company by other means (e.g. by a side-agreement).

Contrary to the previous legal rules, the option of Czech entities to register their local directors as the UBOs in theUBO register, which to some extent is publicly accessible, is now very limited.

Company obligations and sanctions for non-compliance

According to the amended UBO Act, Czech companies’ obligations include the following:

  • collecting and recording complete, accurate and up-to date data on its UBOs;
  • recording the steps undertaken in the course of identifying its UBOs;
  • keeping records of the above for the duration of the status of the UBO and for ten years after this position has
    ceased;
  • keeping its entry in the UBO register current and updating the registration without undue delay after each
    triggering event; and
  • providing all necessary cooperation to public authorities upon their request.

If a Czech company fails to provide information on its UBOs following a court request or update its registry records following a court decision on discrepancy, the company (and in some cases even the parent companies) could face a fine of up to CZK 500,000 (approximately EUR 20,000).

In addition, non-compliance could lead to a ban on payment of dividends to an unregistered UBO, as well as prevent
an unregistered UBO from exercising their shareholder rights at a general meeting.

Conclusion

Non-compliance with UBO rules may considerably impact transactions, any planned corporate restructuring or
financial distributions.

For example, if the UBO registration is not up-to-date and a seller has their shareholding rights suspended due to the missing or outdated UBO registration, such seller is prevented from adopting a resolution on the transfer of business or restructuring until the UBO register is updated. Considering that some UBO registrations may take days or even weeks to be processed, failure to comply may have a significant adverse effect on a transaction or restructuring.

For more information on the UBO Act, contact your CMS client partner or local CMS experts.

This article was written by CMS partner Lukas Janicek and was first published on CMS Law-Now on October 13, 2022, available here.

CMS advises Gelsenwasser on the sale to Accolade Group

Düsseldorf – Gelsenwasser AG has sold its Czech business in water supply and wastewater disposal, as well as heat and power generation, to the Accolade Group. Gelsenwasser is ending its successful involvement in the Czech region of Karlovy Vary (Carlsbad) after more than 25 years and will in future focus on its activities in Germany and Poland.

100 percent of the shares of Gelsenwasser Beteiligungen SE were sold. Gelsenwasser Beteiligungen SE, in turn, held 28.16 percent of the shares in CHEVAK Cheb a.s. and 50 percent each in TEREA Cheb s.r.o. and KMS KRASLICKÁ MĔSTSKÁ SPOLEČNOST s.r.o.. The transaction is currently awaiting approval from the competition authorities.

An international CMS team headed by Dr Marcel Hagemann and Katharina Mareike Franitza advised Gelsenwasser AG on all legal aspects of this transaction.

Gelsenwasser AG is a listed German infrastructure and utility company. Its activities include, in addition to water, gas and electricity supply and wastewater disposal, services for infrastructure, renewable energies, digital networks and neighborhood concepts.

The acquirer is the Czech Accolade Group, which operates numerous industry parks in the Czech Republic, Poland, Germany, and Slovakia. The stakes in the three Czech companies are Accolade’s first investment in the infrastructure sector.

 

CMS Germany

Dr Marcel Hagemann, Lead Partner, Düsseldorf

Katharina Mareike Franitza, Lead Counsel, Düsseldorf

Artur Baron, Counsel, Düsseldorf

Nicole Mundhenke, Senior Associate, Düsseldorf

Jan Lukas Hölscher, Senior Associate, Düsseldorf

Kai Lichtenberg, Associate, Düsseldorf, all Corporate/M&A

Thomas Gerdel, Partner, Düsseldorf

Dr Martin Friedberg, Counsel, Düsseldorf, both Tax law

 

CMS Prague

Lukas Janicek

Lukas Reichmann

Jan Gerych

Huyen Vuova

 

You can find our press kit here: https://cms.law/en/media/local/cms-hs/files/other/cms-press-kit-en