Our Experience

POLISH PHARMACEUTICAL HOLDING S.A.

Piotr Gałązka and Cezary Gadowski were members of the advisory team assisting Polish Pharmaceutical Holding in privatisation process of the Warsaw Pharmaceutical Company Polfa S.A. The project was successfully completed in April 2012 and 85.14% of the Company’s shares were sold to the strategic investor i.e. Polfarma S.A. for the value of PLN 814.7 million.

The scope of works encompassed an advisory to the Seller, particularly (i) preparation of VDR process and Company’s valuation (ii) determination of the most suitable privatisation paths and its structure (iii) identification of potential investors and valuation of their bids (iv) preparation of transaction documents and finally (v) participation in negotiation process and its completion.

Morpol S.A. (FISH PROCESSING)

Between 2009 and 2010 Marcin Steindel had been the head of public offering of Morpol S.A., the biggest salmon processing company in Poland. The IPO had been effective on Oslo Boerse, the main European public market for a seafood producers. The scope of services included preparation of financial forecasts, Company valuation in two methods (DCF and comparable transactions), participation in preparation of Company’s prospectus and support in project management and cooperation with Norwegian advisory team. The IPO was successfully completed in June 2010 and the value of newly issued shares amounted to € 150 million.

Nieruchomości Warszawskie

In 2016 Cezary Gadowski and Marcin Steindel provided consulting services to Nieruchomości Warszawskie in the process of refinancing of shareholder loans supporting investments in office properties, situated in Warsaw.

The scope of works comprised: preparation of the property-related documentation, including project’s cash-flow forecasts, identification and selection of financing institutions, collection and analysis of financing conditions (term sheet), negotiation of the transaction’s documentation and closing procedures.

KABEL TECHNIK POLSKA LTD. (wiring for automotive and rail)

Between 2012 and 2013 Piotr Gałazka had been a member of an advisory team negotiating a complex merger of a non-public Kabel Technik Polska (KTP) (wiring for automotive and rail) with Inter Groclin Auto S.A., a company listed on the Warsaw Stock Exchange (seats covering). The scope of work included preparation of the transaction structure (economical, legal and tax aspects), financial analyses of the both companies, fixing the parity of swap based on the valuation of the both merged companies. In addition, Piotr Gałązka participated in preparation of the business plan of the merged company and negotiation of the investment agreement and associated transaction documents, such as shareholders agreement, cooperation agreement and others.

In June 2013, after having fulfilled all conditions precedent, the transaction was completed and IGA’s share capital was increased by 6 million of new shares issued in exchange of a contribution of 100% of shares of KTP. Due to the parity swap agreed between both parties, the shareholders of KTP acquired the majority stake in IGA (a reverse takeover). The value of transaction amounted to PLN 75 million.

Green-Field

In 2016 Piotr Gałązka and Leszek Filipowicz advised Green-Field, one of the largest Polish operator of vending machines, on the disposal of the separate part of undertaking to PLOH Sp. z o.o., an industry investor.

Over the recent years, the vending (self-service sales) market in Poland has reported an annual growth of several percent and features excellent development perspectives. The majority of Polish businesses actively operating in this industry are small scale enterprises, and thus consolidation seems to be a natural direction of expansion. The Green-Field - PLOH sales deal could be recognized as a part of this process.

The first stage of the project covered business and financial analyses of Green-Field operations, including the company valuation. It was the basis for an approval of the formal and legal structure of the deal, having been conducted in cooperation with the legal and tax advisor, a selection of potential investors and a preparation of the transaction documentation.

An essential portion of works carried out by Axelia Partners consultants was to organize and coordinate the project (including due diligence) and manage efficiently this difficult negotiation process, resulting from a complicated deal structure. They assessed proposals of investors, made recommendations on further steps to be taken in the sales process and were actively involved in negotiations on the transaction documents.

FABRYKA BIZNESU LTD. (developer)

Between 2012-2013 Marcin Steindel was responsible for an arrangement of debt financing and mezzanine financing for the construction of a prestigious shopping mall Sukcesja in Lodz. In the initial phase the advisory works included preparation of the project’s financial model and information memoranda. The next step was dedicated to negotiation with banks interested in project financing and private investors keen on granting mezzanine financing for Sukcesja. All proceeding ended successfully in December 2013 and the value of acquired financing amounted to PLN 280 million.

AZ Medica

In 2016 Cezary Gadowski and Piotr Gałązka advised AZ Medica on the sales of the Colon trademark. The scope of works comprised comprehensive consulting services delivered to the Seller, including, in particular: drawing up the sales documentation, preparing and coordinating the due diligence and participating in negotiations and closing of the deal.

PROLAB

In 2017-2018 Piotr Gałązka and Cezary Gadowski provided consulting services to the owners of PROLAB in the process of searching for a foreign investor, interested in acquiring 100% of the company’s shares. The project was closed in August 2018 with the disposal of the entire stake to Herbapol Poznań S.A. Upon the request from the parties, the value of the deal was not disclosed.

The range of operations encompassed comprehensive consulting delivered to the Sellers, including, in particular: (i) drawing up sales documents addressed to potential investors (teaser and memorandum) and determining the deal structure, (ii) identifying potential investors, collecting and assessing offers from investors, (iii) preparing the Company for due diligence, including an assistance in organizing and governing of the Virtual Data Room, (iv) cooperating with the Seller’s legal advisors on negotiations related to terms and conditions of shares disposal as well as associated transaction documents and closing of the deal.