Domański Zakrzewski Palinka

Deals corner

We advised Wielton SA, the largest trailer and semi-trailer manufacturer in Poland and one of the three largest in Europe, on the acquisition of 100% of shares in the German Langendorf GmbH. The Langendorf Group manufactures trailers, semi-trailers and special vehicles for transporting, e.g. glass. The Group operates in Germany and has a Europe-wide service network.

DZP's Real Estate Practice has successfully represented the capital city of Warsaw before the Supreme Court in a case involving the following legal issue: Whether an owner-like possessor has the capacity to be party to a court action for remuneration for non-contractual use of real estate (articles 224 and 225 of the Civil Code) when it has given the real estate over for dependent possession.

DZP represented a pharmaceutical company in an emergency procedure (to annul tax decisions) before the tax authorities and administrative courts in a VAT case.

With DZP's support, Algonquin, a pan-European investor and hotel operator, has sold one of the best and most profitable hotels in Poland - the Sheraton Grand Kraków. The buyer is Invesco Real Estate, a global investment management company. The transaction value was EUR 70 million and constituted Algonquin's exit from the investment. 

DZP, in conjunction with the Austrian law firm Binder Grösswang and the Czech Kinstellar, has advised the Belgian Puratos Group NV on the purchase of 100% of shares in Diamant Polska sp. z o.o., a leading manufacturer of bakery ingredients in Austria with a strong market position in Poland and the Czech Republic too.

In February 2013, the company Obrascón Huarte Lain (OHL) in consortium with two other entities carried out a project for Gdańsk City Municipality - Gdańskie Inwestycje Komunalne sp. z o.o. entitled Construction of a road link between Gdańsk Airport and the Port of Gdańsk - Trasa Słowackiego, Task II, ul. Potokowa - Al. RzeczpospolitaSection. OHL provided a bank guarantee for proper performance of contract that clearly listed the circumstances in which it could be enforced.

From 1 January 2017, under the Preventive Vaccination Plan, all new-born babies in Poland are given the anti-pneumococcal vaccination. Consequently, at the end of October the Public Procurement Department at the Ministry of Health announced a tender for the vaccines. In view of the scope of the supply (all new-born babies), the procedure conducted was the first of its kind in Poland.

We acted for Enea Wytwarzanie in negotiations with a consortium of Mitsubishi Hitachi Power Systems Europe and Polimex-Mostostal. Our support covered negotiating an annex to a contract to build a 1075 MW energy unit in Kozienice by which the investment completion date was extended by five months, i.e. to 19 December 2017.

We provided full-range legal assistance to Przewozy Regionalne sp. z o.o. in a contract award procedure for the purchase of modern electric multiple units.

We represented our client in a complaint procedure before the European Commission over the infringement of EU laws on the excise duty exemption of ethyl alcohol used to manufacture medicines by the provisions of the Polish Excise Tax Act.

The law firm Domański Zakrzewski Palinka represented PKP Intercity in an arbitration over the payment of a contractual penalty by Alstom for delayed supply of Pendolino trains. The arbitral tribunal awarded PKP Intercity EUR 42.3 million with interest, allowing the greater part of its action. This is one of the largest amounts awarded to a claimant in the history of Polish arbitration. The arbitral tribunal also dismissed the greater part of the supplier’s counterclaim (allowing only about 0.5% of its claim).

On 24 November the Constitutional Tribunal ruled that the regulation based on which payments are made in the form of overnight allowances for international transport drivers is not compliant with the Polish Constitution, thereby upholding the stance taken in the case by DZP's lawyers. The application for a ruling on whether article 21a of the Act on Drivers' Working Time is constitutional was filed in February 2015 by the "Transport & Logistics Poland" Employers' Association.

DZP lawyers have advised in a case to obtain a European Commission decision on state aid for the coal mining sector in the years 2015-2018. The aid programme was approved by the European Commission on 18 November 2016.

On 20 October Toyota announced that it will carry out two new investments in Poland – production of gear boxes for hybrid vehicles in the plant in Wałbrzych and new generation petrol engines in the plant at Jelcz-Laskowice. Total investment value – approx. PLN 650 million. DZP is advising the company in a process to obtain state aid for the investments in the form of financial support offered by the Minister of Development and Finances within a support programme for investments of key importance to the Polish economy in the years 2011-2020 and for locating the projects in the "INVEST-PARK" site of the Wałbrzych Special Economic Zone.

At the end of August, the Swiss company SSE Holding Ltd. acquired several civil enterprises belonging to the multinational Orica Limited. The plants acquired are in Germany, Poland, Czech Republic and Slovakia. In cooperation with law firms in Switzerland, Germany, Czech Republic and Slovakia, DZP provided SSE with support in the Polish part of this international project.

DZP advised Idea Bank SA on the sale of GetBack SA, a non-performing loan recovery business, and on the related reorganisation of its debt portfolio. The transaction value was PLN 825 million. The buyer was the private equity fund Abris Capital Partners and co-investors.

DZP is advising WGE Development on the restructuring of liabilities under ten bond series vis-a-vis 120 bondholders in precedential, accelerated arrangement proceedings. The case is being heard by the restructuring court in Warsaw.

At the beginning of July, USP Zdrowie Group acquired 100% of shares in the Polish-Swedish Naturell Group. This transaction indicates the potential strength of Polish pharmaceutical companies that are entering highly developed and advanced markets such as the Nordic market. The investment has enabled USP Zdrowie to significantly increase its share of the growing dietary supplements market in Poland. Although this highly demanding direction for foreign expansion of Polish entrepreneurs was until recently rare, it is now becoming more commonplace.

DZP and the State Treasury General Solicitor’s Office represented the Republic of Poland in a case brought by the Norwegian investors, Geir Almås and Kristian Almås. The case involved claims brought by the claimants under the Polish-Norwegian BIT and which they valued at PLN 100 million. Geir and Kristian Almås ran business in Poland in the agriculture sector.

The US SeaChange International Inc. has purchased DCC Labs, a company designing solutions for digital and internet television, including for producers of electronic equipment and telecommunications operators. DZP advised DCC Labs and the company’s owners throughout the transaction, from transaction planning through negotiations and document drafting to closing.