PL

B2RLaw advised VC fund KnowledgeHub in its investment process in Genomtec S.A.

B2RLaw advised VC fund KnowledgeHub on its investment process concerning Genomtec S.A. The investment value is up to EUR 1 million. Our support included conducting a due diligence analysis and negotiating the investment agreement.

KnowledgeHub is a VC fund supporting start-ups which offer unique technology with global development potential. KnowledgeHub focuses on investments in MarTech, FinTech, MedTech and DeepTech start-ups. The transaction on behalf of the fund was conducted by Krzysztof Dębowski, Managing Partner.

Genomtec is an innovative medical technology company developing and commercializing a mobile platform used in the molecular clinical diagnosis of various infectious diseases, including tests used to detect COVID-19 caused by SARS-CoV-2.

The company’s flagship project is the mobile genetic diagnostics system, Genomtec ID -a unique solution which is innovative on a global scale. The system allows for quick and precise molecular analysis outside a laboratory environment, without the involvement of qualified laboratory personnel. The system uses micro-flow technology and SNAAT® proprietary patented isothermal technology. The system’s design allows the process to be carried out in record time, i.e. up to 15 minutes, with efficacy equal to, and in some cases exceeding, the quality of PCR laboratory tests.

Szymon Syp, Ph.D. (Partner) led B2RLaw’s team on the transaction with Iga Wojtczak-Opala (Senior Associate) and Przemysław Krzemieniecki (Partner) providing support.

“We would like to thank KnowledgeHub for giving us the chance to take part in this venture capital transaction. This is another example of B2RLaw’s leading role as legal advisors in VC transactions”, commented Szymon Syp, Ph.D.

B2RLaw Partner George Havaris appointed Executive Board Member of the Polish Canadian Chamber of Commerce (PCCC)

Partner George Havaris has been appointed as an Executive Board Member of the Polish Canadian Chamber of Commerce. The PCCC aims to promote economic, cultural and commercial relations between Poland and Canada that lead to real investment and trade.

George Havaris, originally from Toronto, is a Solicitor of the Senior Courts of England and Wales. He is a corporate and banking lawyer with a broad experience of working on cross-border M&A and financing transactions. George heads B2R’s English Law and Canada Desk and is also a recognised lawyer in the emerging Polish cannabis industry.

George advises, “I very much thank the Polish Canadian Chamber of Commerce for my appointment. Poland is Canada’s largest goods trading partner in the CEE region. The Canada-European Union Comprehensive Economic and Trade Agreement provides opportunities to strengthen the bilateral economic relationship. Bilateral trade between Canada and Poland reached $3.08 billion in 2019. Canada exported nearly $744 million to Poland with $2.34 billion in imports. I look forward to working closely with the PCCC, and to further developing trade opportunities between Canada and Poland.”

B2RLaw announces promotions

In its 2020 review of lawyer positions, and since the announcement of its merger to form B2RLaw in June 2020, B2RLaw has decided to promote a group of lawyers.

Edyta Zalewska, a member of B2RLaw’s Contentious Practice Group, has been promoted to Counsel. Edyta advises and represents clients in all phases of proceedings, both before arbitration and public courts. She specializes in resolving disputes in the field of commercial law, unfair competition and commercial criminal law. Her experience includes independent and comprehensive handling of proceedings from various sectors of the economy, including the preparation of comprehensive procedural strategies and defense lines. She also advises clients at pre-trial stage and participates in settlement negotiations.

Paulina Milewska, a member of B2RLaw’s Contentious and Commercial Law Practice Groups, has been promoted to Senior Associate. Paulina is a newly qualified Advocate of the District Bar Association in Katowice and daily manages B2RLaw’s Katowice office leading relations with clients in the Silesian Region. Paulina is a multi-disciplined lawyer advising on corporate matters, commercial law, commercial and competition litigation, as well as business criminal and tax litigation. She has a particular focus on advising clients in the energy, industrial and technology sectors.

Teresa Pilecka, a member of B2RLaw’s Corporate and M&A, and Commercial Law Practice Groups, has been promoted to Senior Associate. Teresa is an advocate listed in the registry of the District Bar Association in Warsaw. She specializes in M&A transactions and commercial law having participated in M&A transactions, advising sellers or buyers at all stages of transactions, including during due diligence processes and drafting transactional documents. Teresa also provides day-to-day legal assistance to commercial companies and non-governmental organizations, including in matters relating to statutory activity, corporate governance and contract preparation.

Jacek Mizgier, a member of B2RLaw’s Real Estate and Construction Practice Group, has been promoted to Associate. Jacek is a trainee attorney-at-law at the Warsaw Bar Association and provides ongoing daily service to companies, funds and developers in respect to real estate, construction and infrastructure. Jacek participates in negotiations, drafting contracts, and conducting due diligence analysis with regards major real estate, and infrastructure transactions.

Senior Partner Bartłomiej Jankowski comments, “Edyta, Paulina, Teresa and Jacek are our first promoted lawyers since launching B2RLaw. We are incredibly proud of the talent, skill and dedication of all of our people, in particular since our merger announcement and during the challenges faced during COVID-19. As a business we are focused on creating an inclusive environment that enables everyone to work towards their aspirations. All four promoted lawyers are living proof of this as they have developed their skills and are often taking a key client-facing role at B2RLaw. We are especially proud of their development and congratulate them on their promotions, as well as wish them further success in their careers at our firm”.

B2RLaw advises Warsaw (WSE) listed video games company CI Games on its large share issue

B2RLaw has advised CI Games S.A. on its issue of 21 million shares for a value PLN 1.2 per share raising approximately PLN 25 million. The Management Board of CI Games decided to issue the series I shares within the limits of its authorized capital.

CI Games S.A., which is listed on the Warsaw Stock Exchange, is a publisher, developer and distributor of video games on the global market. Since 2002, the Company and its group have released over 100 titles and own recognizable brands, such as Sniper Ghost Warrior and Lords of the Fallen. The share issue allows the computer games company to work on two new games titles without the need for the participation of a co-publisher.

Dr Angelina Stokłosa led CI Games as well as B2RLaw’s team advising CI Games consisting of Partner dr Szymon Syp and Senior Associate Iga Wojtczak-Opala.

Szymon comments, “We are grateful to CI Games for entrusting us with this important transaction and congratulate all involved. This is another recent example of B2RLaw being a foremost advisor to the Polish and CEE computer games industry.”

B2RLaw builds out Finance Practice with the hire of Filip Badziak

B2RLaw has hired Filip Badziak as a Counsel to its Finance Practice. Filip is a specialist in transactional banking, finance and advisory on all sorts of B2B lending, debt restructuring and collateral agreements. He has advised both lenders and borrowers for well over 10 years in M&A related leveraged financings, and real estate and infrastructure (development and acquisition) financing.

He has also advised on governmental support debt instruments and debt restructuring matters. He particularly specializes in LMA standard financing.

He has a wealth of experience with regards both domestic and multi-jurisdiction cross-border transactions. Filip is a leading authority with regards real estate and infrastructure finance, advising lenders, borrowers and investors in single and multi-asset financings. He has advised on all types of real estate and infrastructure finance transactions with respect to the whole suite of asset classes including projects concerning office buildings, hotels and resorts, sports facilities, shopping centers, mixed-use developments, industrial and research complexes, warehouses, multifamily residential projects, energy and transport projects.

Filip gained his professional experience at, amongst others, boutique law firms in Bulgaria and Spain before working with DLA Piper, PricewaterhouseCoopers Legal, Deloitte Legal and Polish law firm Crido Legal, where he established and was the head of the ranked banking and finance practice for over 3 years.

B2RLaw Senior Partner Rafał Zięba comments, “We welcome Filip to the team at B2RLaw. Banking & Finance is a key practice area for any law firm wishing to provide a full-scope service to clients, and we are very pleased to have Filip on board. Filip brings an abundance of experience and his combination with George Havaris, as senior members of the Finance Practice, means that our clients are in excellent hands. I especially look forward to working with Filip serving the finance needs of the real estate market”.

B2RLaw advises on international multimillion dollar investment company merger

In a deal announced August 10th, B2RLaw is advising Barings BDC, Inc. in its merger with MVC Capital, Inc. The combined company, which will remain externally managed by Barings LLC, is expected to have more than $1.2 billion of investments on a pro forma basis.

The boards of directors of both companies, the MVC Capital Strategic Review Committee, the independent directors of MVC Capital and the independent directors of Barings BDC have unanimously approved the transaction, which is expected to close in the fourth quarter of 2020.

Barings BDC, Inc. is a publicly traded, externally managed investment company. MVC Capital (MVC) is a business development company traded on the New York Stock Exchange that provides long-term debt and equity investment capital to fund growth, acquisitions and recapitalizations of companies in a variety of industries. Barings LLC, is a leading global asset manager based in Charlotte, NC with over $346 billion of AUM firm-wide.

B2RLaw has worked closely with lead counsel Dechert LLP in the US, and has advised on all Polish aspects of the transaction as well as coordinated counsel in Lithuania and Latvia.

B2RLaw’s team is led by Partner dr Szymon Syp with support from Partner George Havaris, and B2R’s team consisting of Senior Associate Iga Wojtczak-Opala, Associate Joanna Markowicz and Junior Associates Jakub Niemiec and Tomasz Michalczyk.

Szymon Syp states, ”We congratulate Barings BDC, MVC Capital and Barings LLC on this transaction which gives the merged investment company global scale. This deal is one of the first transactions that we have worked on as a combined B2R team to the great satisfaction of our client, and is a clear indication that the team is fully integrated and functioning very well. This transaction also demonstrates our ability in coordinating various jurisdictions.”

B2RLaw advises on a groundbreaking university merger project for the US-Polish Trade Council (USPTC)

B2RLaw (legacy JSLegal Jankowski Stroinski & Partners) advised USPTC on the legal aspects of a consultancy project concerning the merger of Politechnika Białostocka and Uniwersytet w Białymstoku. The US-Polish Trade Council is a non-profit organization with the aim of building business relationships between the U.S. and Poland. To accomplish this goal, USPTC works in partnership with a network of Polish and American organizations, including corporate, academic and government entities.

The consultancy project consisted of a due diligence analysis, drafting a mission and plan for the potentially merged university, including advice on how to implement the plan and define a vision for the new unit, as well as an analysis of potential benefits and risks of the proposed solution..

B2R’s team was overseen by Partner Rafał Stroiński PhD L.L.M and led by Counsel Luiza Wyrębkowska PhD, and included Senior Associate Kinga Kowalska, Associate Krystyna Jakubowska and Junior Associates Tomasz Michalczyk, Inka Kalista and Filip Wójtowicz.

Luiza Wyrębkowska comments, “This has been a groundbreaking project that will likely have a transformative impact on the institutional aspects of the Polish higher education system (undergraduate and postgraduate studies). Congratulations to USPTC for successful completion of this extremely challenging work! We are extremely pleased as B2RLaw to have contributed to such a pioneering initiative in the education sector, which puts us in a unique position of expertise in the area. Our assistance on this matter is testament of our ability to advise on innovative projects”.

B2RLaw appoints Computer & Video Games expert and at the same time bolsters Corporate & Capital Markets offering

Leading Polish law firm B2RLaw has appointed Angelina Stokłosa as Counsel to establish a specialist Computer & Video Games practice, and as a key addition to its growing Capital Markets practice.

Angelina is one of a small handful of lawyers in Poland that has several years experience in advising companies in the computer and video games industry, ranging from small independent (indie) studios to larger established multinational companies. She has been associated with the video & computer games industry as a legal advisor since 2015. In 2015-2019 and again since 2020, she has led the in-house legal team at one of the first and largest computer games companies in Poland, listed on the Warsaw Stock Exchange – CI Games, S.A. She is also the Chairwoman of the Supervisory Board of United Label, S.A. – a publishing company for a premium indie games segment.

This in-house experience means that Angelina combines the technical expertise of an external adviser with the commercial understanding of an in-house lawyer. 

In addition, for over ten years, Angelina has been advising public and private companies as well as public institutions, including providing ongoing legal services. She supports stock exchange issuers from the regulated market and Alternative Trading System in performing their information and notification obligations on the capital market. She has participated in proceedings before the Polish Financial Supervision Authority Office, the Polish Financial Supervision Authority, and in issuing processes (in the scope of shares and bonds, IPOs and SPOs), as well as carrying out public tender offers for shares, delisting proceedings, compulsory buy-out proceedings, the implementation and audits of implementation of MAR regulations by stock exchange issuers, corporate disputes and restructuring processes of companies. 

Senior Partner Rafał Stroiński comments, “We welcome Angelina to the B2R team. B2R is a go-to firm for supporting Polish and international companies operating in innovative and advanced technology industries such as AI, Fintech, E-mobility and legal cannabis-based products and applications. It’s no secret that the video and computer games industry is leading the global charge for Poland, and as a firm we work with a number of companies that are involved in the sector. Angelina’s knowledge and understanding of the specifics of the industry, our existing transaction and regulatory team, and our best-friends relationship with the pre-eminent international advisors to the computer games industry and international investors in the sector means that no other firm in Poland or the wider CEE is so well equipped to support video and computer gaming companies. Angelina also adds considerable expertise to an already very strong Capital Markets practice consisting of four partners.” 

JS Legal and Zięba & Partners agree to merge and launch B2RLaw – see the press release

JS Legal and Zięba & Partners agree to merge and launch B2RLaw.

In February 2020 the partners of JS Legal (established by Bartłomiej Jankowski and Rafał Stroiński) and Zięba & Partners (established by Rafal Zięba) voted to merge. The new firm will be known as B2R Law Jankowski Stroiński Zięba (commonly known as B2RLaw) and will consist of 14 partners and approximately 70 lawyers, with nearly 85 staff in total. Its website will be: B2RLaw.com.

The combination is the first ever merger of two similar medium-sized Polish law firms to form one of the largest firms in Poland.

The firm will consist of thirty-two practices falling into four categories: Advisory, Contentious, Regulatory and Transactional. The firm will be based on three core pillars – Transactions, with no less than six partners focused on Corporate, M&A (including Private Equity and Venture Capital) and Finance chaired by Senior Partner Rafał Stroiński; Disputes and Investigations with four partners chaired by Senior Partner Bartłomiej Jankowski; and Real Estate, Infrastructure and Construction chaired by Senior Partner Rafal Zięba. However, the firm will host a number of practices ranging from Data Protection to Tax.

The new firm will begin with three offices in Warsaw, Krakow and Katowice, with exciting plans for future expansion.

The name B2R was derived from the first names of the founding partners – Bartłomiej and the two Rafałs. However, B2R also represents the guiding principles of the firm:

• Breaking Boundaries
• Transforming 2gether
• Law Redefined

Bartłomiej Jankowski expressed, “I am very excited by the merger and the prospects it brings. This is very much a merger of equals. Behind the scenes the teams have been working closely together for several months, and it’s especially pleasing to see how enthusiastic everyone has been. Both firms are very ambitious and this merger provides the platform to realise those ambitions. However, its not just about business. New friendships have been formed across the team, and clients will reap the benefit from this collaboration. Each individual within the firm shares the same value of teamwork, working together, helping each other, and collectively assisting our clients to provide the best possible level of service. It should also be noted that whilst the decision to merge was made prior to COVID-19, much of the behind the scenes work to achieve this announcement was conducted during lockdown from our homes, and it’s a testament to the team that we have been able to do so in the difficult circumstances. In fact, I believe we are the first law firm merger globally, of a sufficient size, to have taken place almost completely remotely.”

Rafał Stroiński added, “I’ve worked a long time with Bartłomiej Jankowski and it’s wonderful to join forces with Rafal Zięba. I am absolutely thrilled by the possibility of our respective teams working together and the fantastic synergies and opportunities which the merger creates. As a transaction lawyer I’m supremely excited to work with what will be one of the largest and highly skilled transaction practices in Poland. There is a huge amount of international and cross-border expertise, and I can confidently say, we have one of the leading transaction practices for the technology industry, while at the same time providing state of the art M&A advice for the brick and mortar businesses. Together, as a team, we have worked on a significant share of the venture capital deals involving Poland and Polish companies, but also on a fair portion of mid-cap and larger transactions involving private equity funds and other investors. I believe our strategy is rare for the Polish market. We have built a team with expertise to cater for the full lifespan of a business, from that early investor through venture capital, taking on debt finance to scale the business, to seeking a private equity sponsor to achieve globalisation, concluding with a full sale to an industry investor or an IPO on the Polish, or a foreign stock exchange.”

Rafal Zięba comments, “From the very first moment that our teams met, there was immediate chemistry. We share the same values and view of the legal market. The extensive synergies between our firms meant that joining together just made sense, and we felt we could provide a better service to our clients working closely together. Our large team, which will grow further, has full capabilities to cater for every legal need. We also have a very international outlook, and there is a huge amount of international and cross-border expertise. We have UK and US law capability and many of our lawyers have either studied or practiced law abroad whether this be in the UK, US, Canada, Germany or elsewhere. This puts us in a very strong position over our competitors to assist Polish companies going international, as well as to assist international investors taking their first steps in Poland. I’m very excited about the future and look forward to working with my new partners and friends to develop Poland’s law firm”.

B2RLaw (legacy Zieba & Partners) advises on another technology related M&A transaction for long-term client EG A/S

B2RLaw (legacy Zieba & Partners) advised long-term client EG A/S on the Polish aspects of the 100% acquisition of Holte AS. Holte is the leading Norwegian provider of Workflow Management Software for the SME building construction industry. It employs 135 people located in Oslo, Tønsberg, Trondheim and Gdansk. ZP conducted due diligence of the Polish company, Holte Software Poland, with a focus on IT and employment issues, and Poland-specific aspects of securing the acquisition. B2R’s team was led by Partner Aleksandra Polak and supported by Partners Marcin Huczkowski (Media & Technology) and Anna Cichońska (Employment), and Associate Aleksandra Kuliczkowska. The whole acquisition process was led by Danish law firm DAHL.

EG A/S is Scandinavia’s leading supplier of industry-specific software, which has been dynamically growing in Poland. B2R provides full-scope advice to EG on a daily basis.

Aleksandra Polak comments, “We congratulate EG on this acquisition. Our support to EG increases as the company grows in Poland, which is very exciting. It’s especially pleasing to play an integral role in this growth. We look forward to supporting the EG team on its operations in Poland and its further plans.”