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M&A Index Poland
4Q 2017
Prepared by Navigator Capital & FORDATA
Experts’ comments to the report
can be found on the website: blog.fordata.pl
navigatorcapital.p/en
www.fordata.pl/en
M&A Index Poland
2019
Prepared by Navigator Capital & FORDATA
Experts’ comments of the report
can be found on the website:
fordatagroup.com/blog
navigatorcapital.pl/en
fordatagroup.com
Introduction
179(2019)
ca. EUR 1.16 b
Total number of transactions*
The largest transaction**
(Acquisition of DCT Gdansk S.A by PFR,
PSA International and IFM Investors)
* based on public data
** among transactions with disclosed prices
About the report:
The M&A Index Poland report is a position
that has become a permanent fixture in the
calendar of the industry summaries in Poland.
The reports are prepared quarterly by a consul-
ting firm Navigator Capital and FORDATA,
a leader in the field of IT solutions which
support M&A transactions.
These reports are created to monitor the
dynamics of Polish M&A market and to
demonstrate the most interesting transac-
tions. We also monitor the frequency
of use of the Virtual Data Room during M&A
processes in Poland.
Selected transactions
M&A Index Poland, 2019
by Navigator Capital & FORDATA | December 2019
In 2019 we have witnessed 179 transactions on the Polish mergers and acquisitions market,
which is by 20 less than last year (situation on 12.12.2019). The largest transaction was the
takeover by a group of investors, including the Polish Development Fund, of the DCT
Gdansk container terminal.
(9th January) The Danish company Nets took over PayPro, a payment service provider and
owner of Przelewy24 payment platform. Nets is specialized in online payment services and
credit card services and operates mainly in the Scandinavian and Baltic countries. In
addition to handling payments, its portfolio also includes a number of accompanying
services, such as fraud protection, mobile wallet, recurring payments and corporate
customer services. The acquisition of PayPro is already the second after Dotpay / eCard
acquisition of the Danish company on the Polish market. In the near future, Nets may
become one of the strongest players in the field of online payments on the Polish market.
PayPro Nets Private investor Undisclosed
TARGET BIDDER SELLER VALUE [EUR]
(1st February) The Hortex Group took over the brand of Jurajska mineral water from Bewa.
The management of Hortex identifies a development opportunity in the mineral water
segment, which is worth in Poland about EUR 930 m. The water intake used by the
company is located in the Kraków-Częstochowa Upland. Due to the tradition and recogni-
tion of the brand, the company has a chance to increase its market share. The revenues of
Jurajska in 2017 amounted to EUR 24 m, and the net profit – EUR 0.91 m.
Jurajska Hortex Bewa Undisclosed
TARGET BIDDER SELLER VALUE [EUR]
(11th February) Fabryka Farb i Lakierów Śnieżka took over 80% of shares in the Hungarian
company Poli-Farbe Vegyipari from the company Lampo Korlátolt Felelősségű Társaság for
approx EUR 25 m. The acquired company has got a stable market position, having in its
portfolio one of the most recognizable brands on the market, and recently opened a modern
factory which cost amounted to approximately EUR 3 m. In 2017, Poli-Farbe's revenues
amounted to approximately EUR 35 m, while EBITDA amounted to EUR 4 m. In addition, the
company has two subsidiaries in Slovakia and Romania. The acquisition is part of the
implementation of FFIL Śnieżka's strategy of expanding to the markets of Central and Eastern
Europe. The most well-known Polish producer of paints and varnishes has also subsidiaries in
Ukraine and Belarus.
Poli-Farbe Vegyipari FFIL Śnieżka Lampo Korlátolt 25 m
TARGET BIDDER SELLER VALUE [EUR]
By sector
Transactions with the participation of Polish
companies grouped by sectors
(by number of transactions)
SELLER (%)
TARGET (%)
BIDDER (%)
M&A Index Poland, 2019
by Navigator Capital & FORDATA | December 2019
Media/IT/Telecom
Industry
FMCG
Biotech/Medical
20%
14%
11%
10%
Media/IT/Telecom
Industry
FMCG
Retail
18%
11%
8%
7%
Private investor
PE/VC
Media/IT/Telecom
56%
9%
5%
(15th February) Neomedic, obstetrics and gynecological hospitals, which since 2012 have
been held in the portfolio of Innova Capital fund (66.7% of shares) have been sold to the
second largest medical company in Poland, listed on the Swedish exchange, Medicover for
approximately EUR 71 m. The expected revenues of Neomedic for 2018 are nearly
EUR 28 m. The acquired entity operates 2 hospitals in Krakow and one in Nowy Sącz,
in which 7600 newborns were born in the last year. The Medicover Group provides private
medical care services and Poland is its largest market. It achieved revenues of EUR 580 m
in 2017 and is very active on the mergers and acquisitions market.
Neomedic Medicover Innova Capital 71 m
TARGET BIDDER SELLER VALUE [EUR]
(19th March) A group of investors, among others Polish Development Fund (PFR) bought
from the funds of the Macquire Group DCT Gdansk, the largest and the only one deep-wa-
ter container terminal in Poland, which is adapted to serve the largest transport vessels. The
share of PFR in this investment is about 30%. In 2018, DCT gave service to nearly 2 m of
containers. PFR plans to invest up to EUR 0.47 m untill 2023. After the implementation of
the strategic investment the DCT is expected to be able to service 4.5 m of containers. DCT
Gdansk generates annual profits of EUR 23 m, EUR 100 m of revenue and EUR 70 m of
EBITDA.
DCT Gdansk S.A.
PSA International,
IFM Investors,
Polish Development
Fund
MTAAS Fund
Macquarie Infrastructure
and Real Assets
Australian Super
Statewide
Superannuation
1.16 b
TARGET BIDDER SELLER VALUE [EUR]
(5th April) Polmlek, one of the largest dairy producers in Poland, acquired 100% shares in
Rolmlecz, which focuses on the purchase of milk and its sale to production entities of the
Lacpol Group, thereby acquiring approx. 60% of the Group's shares. Thanks to this transac-
tion, Polmlek has become one of the three largest entities operating in the dairy products
market. Moreover, after the takeover of the Fortuna brand, it is also an active player on the
juice and beverage market. According to press, Polmlek plans further expansion in the Polish
food sector.
Rolmlecz Polmlek Private investor Undisclosed
TARGET BIDDER SELLER VALUE [EUR]
M&A Index Poland, 2019
by Navigator Capital & FORDATA | December 2019
(9th May) Oceanic, the owner of the AA cosmetics brand, took over L'biotica from the
Waterland fund and minority private shareholders. Oceanic operates several business lines,
among others produces cosmetics for allergic skin, medical products as well as cosmetics in
the private label formula. L'biotica offers cosmetics for body and hair care and dietary
supplements. In 2017, the company generated EUR 12 m revenue and approx. EUR 1 m
EBITDA. Oceanic's revenues in the same period amounted to EUR 52 m, and EBITDA –
EUR 6 m.
L’biotica Oceanic Waterland,
Private investors
Undisclosed
TARGET BIDDER SELLER VALUE [EUR]
(13th May) The transaction is an example of another acquisition of the Nowy Styl Group in
Western Europe, after the take over the German company Kusch + Co this year, the Swiss
company Sitag in 2015, the company Rohde & Grahl in 2013 operating in Germany and the
Netherlands, and the German brand Grammer Office in 2011. For years, Majencia was
number one in the office furniture market. Even in 2017, its turnover exceeded EUR 100m,
however, for several years it was struggling with financial problems, which caused that the
bankruptcy proceedings were applied to her at the end of last year. The new company will
employ 266 people of current staff of the French company.
Majencia Nowy Styl N/A Undisclosed
TARGET BIDDER SELLER VALUE [EUR]
(11th June) The largest Polish entity in the car fleet management sector, PKO Leasing, from
the PKO group, took over a significant rival from this market - Prime Car Management. The
sellers were Aegon PTE, PZU PTE, Aviva PTE and NN PTE. Prime Car Management provides
services in the field of leasing and long-term cars rental and services related to fleet service.
Moreover, PKO Leasing provides leasing for agricultural machinery, medical equipment and
heavy transport equipment. After the acquisition, PKO Leasing will significantly strengthen its
leading position in the domestic passenger car leasing market. Prime Car Management
operates under the brand Masterlease, which in 2018 generated revenues of EUR 147 m.
The Due Diligence process was organized using the FORDATA Virtual Data Room system.
PrimeCar Management PKO Leasing
Aviva PTE,
PTE PZU, Aegon PTE,
NN PTE
65 m
TARGET BIDDER SELLER VALUE [EUR]
M&A Index Poland, 2019
by Navigator Capital & FORDATA | December 2019
(13th June) Dawn Foods, American company has applied to the Polish Office of Competition
and Consumer Protection for permission to acquire Agart-Pro, a Polish distributor of
ingredients for confectionery producers, ice cream parlors and bakeries. Agart-Pro operates
on the basis of four branches in Poland using the supply chain optimization model. Dawn
Foods is a company with a similar business profile to the acquired company, which operates
in 105 countries using 57 plants. Agart-Pro realized in 2011 revenues of EUR 25 m and
EUR 2 m EBITDA.
Agart-Pro Dawn Foods Private Investor Undisclosed
TARGET BIDDER SELLER VALUE [EUR]
(12th June) Orange Polska, one of the largest providers of telecommunications services in
Poland, has taken over the Polish provider of IT services in the area of application develop-
ment, database systems and operations in the cloud - Blue Soft. The revenues of an IT
company are generated mainly from the creation of dedicated applications and the provision
of system services to large companies, especially in the area of banking and insurance.
Orange does not plan to include the company in its internal structure, it will remain
independent and allow the telecommunications company to expand the portfolio of services
provided.
Blue Soft Orange Polska
Tokajami Limited,
Wellchosen Investments
Limited
47 m
TARGET BIDDER SELLER VALUE [EUR]
(14th June) Also Holding and MCI Capital successfully completed tender offer for ABC Data
shares commenced in December 2018. As a result of the tender offer, investors purchased
a 37.1% stake in the company. Subsequently Also took over the exclusive control over ABC
Data in July 2019. ABC Data is a distributor of IT equipment, electronics and household
appliances operating in eight countries in the Central and Eastern Europe Region. Revenues
of the ABC Data Group in 2018 amounted to EUR 1 b. At the same time, the company
recorded an EBITDA loss of EUR 8 m. Also is a Swiss platform offering services for compa-
nies in the IT sector, especially in the field of marketplace services in 18 European countries.
In 2018, the Also Group recorded consolidated revenues of EUR 9 b.
ABC Data Also, MCI
OFE PZU Zlota Jesien,
remained shareholders 35 m
TARGET BIDDER SELLER VALUE [EUR]
M&A Index Poland, 2019
by Navigator Capital & FORDATA | December 2019
(12th August) Anwis is a leading manufacturer of window covers in Europe. After the
purchase of 100% shares in the Polish company from ARX Equity Partners, WAREMA, which is
a leader in the field of technology on the global market, will enable further development of
Anwis, implementation innovative solutions in the field of sunlight management and
enhancement its position on the local and foreign market. WAREMA continues thanks to this
global development. The transaction was carried out using the FORDATA VDR system.
Importantly, Anwis remains under its original brand and will operate according to current
strategy, also offering its own products to its customers.
Anwis WAREMA Renkhoff SE ARX Equity Partners Undisclosed
TARGET BIDDER SELLER VALUE [EUR]
(14th August) The largest restaurant group in Poland, AmRest Holding, sold Restaurant Partner
Polska, which runs an internet platform for ordering food - PizzaPortal, to its Spanish
counterpart - Glovoapp23, the owner of the Glovo application. PizzaPortal is currently the
industry leader on the Polish market, while Glovo is leading the European market. It has about
5.5m users and 16 000 business partners in 26 European and African countries. The
acquisition will be an opportunity to strengthen its position in the CEE region and remain a
leader in Poland.
Pizza Portal Glovoapp23 SL AmRest 30 m
TARGET BIDDER SELLER VALUE [EUR]
(19th August) P4, a subsidiary of Play Communication, signed a preliminary agreement for
the acquisition of 100% shares in 3S from Katowice and indirect acquisition of its subsidiaries.
The total value of 3S company and its subsidiaries amounts to EUR 96 m. 3S develops and
provides fiber optic infrastructure and telecommunications services. The shares were sold by
the founders and the fund of Ambrosia CEE Holding S.a.r.l. from the Enterprise Investors
group, which in 2015 purchased 76% of shares for EUR 20 m. During the transaction, the
FORDATA Virtual Data Room system was used.
3S P4
Ambrosia
CEE Holding S.a r.l.
and three founders
96 m
TARGET BIDDER SELLER VALUE [EUR]
M&A Index Poland, 2019
by Navigator Capital & FORDATA | December 2019
(28th August) Polish private equity fund Krokus has sold a 75% stake in Termo Organika, the
largest producer of polystyrene in Poland, to the French company Soprema, a European
leader in the insulation materials industry. The purpose of the transaction was to consolidate
Soprema's position in Central and Eastern Europe, to acquire 4 modern factories located in
Poland, as well as a wide distribution network. Termo Organika is a leading manufacturer of
insulation materials - including Styrofoam boards containing composite. In 2018, it achieved
approx. EUR 19 m of revenue.
Termo Organika Soprema SAS Krokus Private Equity Undisclosed
TARGET BIDDER SELLER VALUE [EUR]
(2nd September) Chinese pharmaceutical company, Yifan Pharmaceuticals, has become
the indirect owner of 31.65% of shares in the Polish biotechnology company - Bioton S.A.
Moreover, in July 2019, the companies signed a cooperation agreement in the field of
insulin analogues. Bioton is one of the largest companies in the industry listed on the
Warsaw Stock Exchange. Its main activity is the production of insulin drugs and antibiotics.
In 2018, the company generated around EUR 50m of revenue.
Bioton Yifan Pharmaceuticals
Ningbo Bonded Area
Dongren Investment;
Kelipond Investment
90 m
TARGET BIDDER SELLER VALUE [EUR]
(4th September) Czech energy company CEZ bought 75% of shares in the Polish supplier of
sanitary equipment and the HVAC market leader - Euroklimat. The company has headquar-
ters in 4 major Polish cities - Poznań, Wrocław, Warsaw and Gdańsk, in which it employs 223
people and achieved approx. EUR 60m revenue and EUR 10m net profit in 2018. The CEZ
Group is one of the largest energy companies operating in the CEE region - it mainly focuses
on the production and distribution of electricity and heat. The company has been listed on
the Warsaw Stock Exchange since 2006 and operates on the Polish, Romanian, Bulgarian
and Turkish markets.
Euroklimat CEZ Private investor Undisclosed
TARGET BIDDER SELLER VALUE [EUR]
(22th November) The Portuguese Logoplaste Group, a producer of plastic packaging, has
announced the signing of an agreement regarding the purchase of a majority stake in the
Polish company Masterchem. The company is one of the leading Polish producers of PET
packaging and preforms as well as closures for household chemical packaging, cosmetics,
foodstuffs as well as pharmaceutical products and dietary supplements. In 2018, the
company generated EUR 33m of revenue and EUR 6m of profit. It employs approx. 170
people.
Masterchem Logoplaste Private investor Undisclosed
TARGET BIDDER SELLER VALUE [EUR]
Contact
Karol Szykowny Director
e: karol.szykowny@navigatorcapital.pl t: +48 22 202 68 80
Navigator Capital S.A.
ul. Twarda 18, 00-105 Warsaw, Poland
t: +48 22 630 83 33 f: +48 22 630 83 30
e: biuro@navigatorcapital.pl navigatorcapital.pl/en
Alicja Kukla-Kowalska Senior Key Account Manager
e: alicja.kukla@fordatagroup.com t: +48 533 354 054
FORDATA sp. z o.o.
Taczaka 24, 61-819 Poznań, Poland
t: +48 61 660 15 10 e: office@fordatagroup.com
fordatagroup.com
Navigator Capital
FORDATA
Navigator Capital along with Dom Maklerski Navigator
(Navigator Brokerage House) is the leading independent
financial adviser, specializing in mergers and acquisitions
and public and private issues of stocks and bonds.
During 11 years of its market presence, Navigator Capital
Group conducted over 70 transactions, of over 6 billion
PLN total value.
Through cooperation with international network of
advisory firms associated in the Pandion Partners,
Navigator Capital effectively handles international
transactions.
FORDATA is a pioneer on the Polish capital market.
Based on Virtual Data Room technology, we support
our clients in managing documents and communica-
tion during complex transactional processes.
We support the largest M&A, IPO transactions, private
equity investments, restructurings, projects associated
with obtaining financing and privatizations in Poland
and other countries of Central and Eastern Europe.
FORDATA systems increased safety and efficiency of
hundreds of different types of transactions with a total
value of over PLN 35 billion
FORDATA services are used by the industry leaders in
Poland and abroad, including largest advisory companies,
banks, legal advisors or Private Equity/Venture Capital
funds, ie. Enterprise Investors, Enea SA, Home.pl, Grupa
LOTOS, PZU SA, Grant Thornton, NFI Empik, ZELMER,
Bank DNB, BOŚ Bank, Polimex Mostostal, Budimex, DM
PKO Banku Polskiego, Deloitte Advisory, EY, KPMG
Advisory, JSW, HAITONG and many others.
Authorised Adviser
Business Partners
M&A Index Poland, 2019
by Navigator Capital & FORDATA | December 2019
(26th November) Kospel, a Polish manufacturer of electric water heaters and boilers, was
acquired by the Viessmann Group, a world leader in the production of heating devices.
Thanks to this transaction, the German company will increase its presence on the markets of
Central and Eastern Europe and expand its product portfolio with high-quality electric
heating systems. Kospel employs approx. 500 people in 4 production plants and a part of
the production is directed to eastern markets, including Russian or Ukrainian. In 2018, the
company generated revenues of approximately EUR 23m. Navigator Capital Group was a
sole advisor to seller in the sale process and FORDATA provided virtual data room services.
Kospel Viessmann Private investor Undisclosed
TARGET BIDDER SELLER VALUE [EUR]
(28th November) Boryszew signed a preliminary agreement on the sale of shares of
Impexmetal S.A with the Swedish company Gränges AB. Gränges is a global supplier of
aluminum products used in heat exchangers and products from niche markets. Impexmetal,
which is part of the Boryszew group, deals in the production of non-ferrous metals (alumi-
num, copper, zinc), as well as semi-finished products and bearings. The company generated
approx. EUR 0.8b in revenues and nearly EUR 23m in profit. Currently employs approx. 760
people.
Impexmetal Granges Boryszew 218 m
TARGET BIDDER SELLER VALUE [EUR]
(28th November) The German company TAG Immobilien acquired 100 percent shares in
Vantage Development, a Wrocław residential developer listed on the WSE. The price per
share was EUR 2.7, and the total value of the transaction is approximately EUR 131m. Vantage
Development has 12 years of experience on the real estate market and has completed such
investments as the Centauris estate in Wrocław or Living Point Mokotów in Warsaw. The TAG
Group focuses its activities on the German residential real estate sector, mainly in the field of
long-term rental of apartments.
Vantage Development Tag Immobilien Private investor 131 m
TARGET BIDDER SELLER VALUE [EUR]
(6th December) The purchase transaction of 100% shares in Tomma Diagnostyka Obrazowa
by PZU Zdrowie closed with positive decision from UOKiK. The acquisition aims to include
innovation testing that will support public health service and is an extension of PZU's medical
offer with its own diagnostic and prophylactic services. Tomma has over 30 studios all over
Poland. It offers resonance and tomographic tests. The transaction was carried out using the
FORDATA Virtual Data Room.
Tomma
Diagnostyka Obrazowa
PZU Zdrowie Tar Heel Capital Undisclosed
TARGET BIDDER SELLER VALUE [EUR]
Alicja
Kukla-Kowalska
Senior Key Account Manager
FORDATA
Experts' comments
In 2019 (as of December 12), 179 mergers and acquisitions took place. It is 20 less than in the same period last year.
The decline is clear, although not surprising in the context of the global economic slowdown. Half of all sellers were
made up of private entities (50%), with the largest interest in industrial companies (25 transactions) and the IT/Me-
dia/Telcom sector, which maintained its first position in relation to 2018 and still consolidates the most.
We take advantage of the prosperity in the CEE region
Experts recognize the growing role of the market both in Poland and in the entire Central and Eastern Europe region.
Interest of Asian investors is growing, who have bought from us three times this year, and only once last year. The
biggest transaction was the purchase of a package of Bioton shares by the Chinese drug manufacturer Yifan
Pharmaceutical returning to us after their 2018 purchase of a majority stake in the pharmaceutical company SciGen
from Bioton. Two more transactions were finalized by companies from Singapore - Sportmaster acquired shares of
Go Sport Polska, while the PSA International fund co-financed the purchase of the DCT Gdansk container terminal in
the total amount of EUR 1,17 billion. This is the largest transaction of 2019 in terms of volume. The acquisition of
Orbis by the French giant Accor for EUR 340 million was the second biggest investment.
Less foreign acquisitions
The potential of Polish companies for development abroad has been confirmed for several years, but its nature is not
uniform. This year, Polish investors purchased 15 foreign enterprises, half as much as last year, which brings us closer
to the 2017 result. Acquisitions in the IT/Media/Telcom sector were the most popular - 6 transactions. These include,
among others, the purchase of the Croatian hosting provider Avalon by H88, which aims to help the company
expand in the CEE region. Another noteworthy transaction is the acquisition of the French television metadata
provider Plurimedia by the Media Press Group, which creates a chance for the Polish company to standardize
television services on the European market.
PE/VC funds are still slow
Investment activity of PE/VC funds is still decreasing. In relation to 2018, portfolios have been enriched by about 30%
fewer entities (15 transactions in total). Among the transactions of disclosed value, the largest was the purchase of
shares in DocPlanner by 4 foreign funds with a total value of EUR 80 million. It was the second largest transaction
this year in the IT sector. Thanks to financing, the Polish supplier of application for making doctor appointments will
be able to strengthen its position on European markets and in South America. Consolidation of the sector, which in
its current form rarely has a chance to go beyond the seed rounds of project financing due to lack of capital, may be
a chance to improve national statistics. Therefore, the large presence of foreign funds in the annual statement is not
surprising - over 40% of sides in all transactions. However, the number of exits from investments increased. In 2019,
funds reduced their portfolios by 16% compared to 2018. The reason may be both the arrival of the disinvestment
cycle and the aforementioned capital shortages.
The regrouping of state giants
The high number of transactions in the industrial sector was reinforced by the interest from the state. In the passing
year, attempts to create state giants in the energy and financial sectors were particularly discussed. In 2019,
state-owned companies took over, among others Katowicki Węgiel, Energomontaż-Północ or Przedsiębiorstwo
Budowy Szybów - the FORDATA data room was the intermediary system in this transaction. In turn, Orlen Serwis was
strengthened by the overall purchase of the Lithuanian company UAB Emas, thanks to which it will be able to create
a central service and technical center for the entire Orlen Group. PZU took part in four acquisitions: Falck Medical
Centers, Alergo-Med., Tomma Diagnostyka Obrazowa and Prime Car Management. FORDATA Virtual Data Room
was also used in two latter transactions. As the main shareholder of Alior Bank, PZU S.A. also gained control over
SKOK "Jaworzno".
M&A Index Poland, 2019
by Navigator Capital & FORDATA | December 2019
Alicja
Kukla-Kowalska
Senior Key Account Manager
FORDATA
Experts' comments
What awaits us in 2020?
Investors will carefully watch how domestic companies will react to the economic slowdown and look for their
chances. We do not expect an increase in the number of investments. PE / VC funds will not grow overnight as
global players, so we anticipate their similar activity in the coming year. There will probably be several exits from
investments in the energy sector and further storage of assets in the portfolio. The participation of the state in the
energy and financial sectors is likely to be even stronger next year. We are waiting the Orlen-Lotos merger, and PZU
is mentioned among the candidates to take over mBank, which according to some scenarios would sell part of
Pekao shares to PKO BP and thus obtain financing. The merger of PKO and Pekao is also at stake, which would
significantly strengthen the bank's position on the CEE market. The most active industries may be food production,
industry, energy and fuels as well as the financial industry.
VDR for every industry
The Polish M&A market today uses the data room solution as a standard transaction tool. Its role is crucial to ensure
security and accelerate the Due Diligence process in all types of transactions. The popularity of VDR has been
growing almost exponentially for two years, achieving a result of 49% this year, and the data room itself is becoming
increasingly popular in life science projects, on the commercial real estate market and in legal audits. Its importance
will grow in 2020 in the face of growing phishing threats and the interest in the subject of secure file sharing
M&A Index Poland, 2019
by Navigator Capital & FORDATA | December 2019
As of the date of publication of this report, 179 M&A transactions were carried out on the Polish market in 2019,
which represents a 10% decrease compared to the same period of the previous year.
In the analyzed transaction period, the largest transaction in terms of value was the acquisition of DCT Gdańsk S.A by
the Polish Development Fund, PSA International and IFM Investors for about EUR 1.16b. The new owners assume
further development of the port, including increasing freight turnover from 7.5 million tones in 2015 to 16 million
tones in 2020, as well as the construction of new terminals. Business activity of the port may be a financially
attractive alternative to Northern European ports that serve connections to Asia throughout the year. The Fund's
activity may be of significant importance for the development of the company, in particular by providing financing
for capital-intensive investments.
Last year, the Media/IT/Telecom sector underwent the most intensive consolidation, in which as many as 35
acquisitions were recorded in 2019, accounting for 20% of activity on the Polish M&A market. The largest of them
includes the acquisition of ABC Data by ALSO Holding for over EUR 33 m and the investment of Glovo, the Europe-
an market leader in food ordering application market, in Pizza Portal, belonging to the based Wroclaw company
Amrest. One of the main factors responsible for the consolidation activity of the industry may be its dynamic
development on global markets and the search for new technological solutions by large companies. High consolida-
tion potential may be observed also in HVAC industry, exemplified by the takeover of Kospel, a Polish manufacturer
of electric water heaters and boilers by the Viessmann Group - the world leader in the production of heating devices.
Thanks to the transaction, the German company will strengthen its presence on the market of innovative electrical
systems in Central and Eastern Europe. In this transaction, the owner of Kospel was advised by Navigator Capital
Group, and FORDATA provided virtual data room services.
In 2019, Polish companies made 15 foreign acquisitions, which is by 13 less than in the previous year. One of the
most interesting foreign transactions was the acquisition of the Hungarian paint manufacturer Poli-Farbe Kft by one
of the leaders of the Polish market - Śnieżka - for around EUR 25 million. This transaction may significantly strength-
en the position of the Polish company in Eastern Europe due to the activity of Poli-Farbe in Hungary and other
countries of the region. The current policy of expansion in Western European countries was continued in this year
by Nowy Styl, which through acquisitions of Kusch + Co from Germany and Majencia from France, increased its
market share in these countries. In previous years, the company became the owner of entities operating in Switzer-
land, Germany, the Netherlands and Dubai. The motives that guide companies seeking acquisitions abroad include
above all expanding the range of recipients for the products offered, as well as their diversification and overcoming
barriers related to building brand awareness in new markets.
In the past year, the number of transactions with private equity funds was lower than in previous years. Their activity
on the Polish market was limited to 15 acquisitions and 17 exits. One of the largest transactions carried out by this
group of investors this year was the sale of ABC Data, a Polish distributor of IT equipment and electronics to ALSO
Holding, the European industry leader by the MCI Capital fund for over EUR 33 m. Another interesting transaction
was the exit of the Krokus Private Equity fund from Termo Organika, which was purchased by the French manufac-
turer of insulation products - Soprema.
Most of the ownership changes were made in Media/IT/Telecom - 20% and Industry - 14%. On the buy side
dominated companies from the Media/IT/Telecom sector - 18%, Industry - 11% and FMCG companies - 8%. The
largest group of sellers were private investors involved in over a half of the deals, followed by Private Equity/Venture
Capital Funds, which made up 9% of the entities on the sell side.
Director
Navigator Capital
Karol Szykowny,
CFA
M&A Index Poland, 2019
by Navigator Capital & FORDATA | December 2019

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Summary of 2019 on the Polish M&A market - Report

  • 1. M&A Index Poland 4Q 2017 Prepared by Navigator Capital & FORDATA Experts’ comments to the report can be found on the website: blog.fordata.pl navigatorcapital.p/en www.fordata.pl/en M&A Index Poland 2019 Prepared by Navigator Capital & FORDATA Experts’ comments of the report can be found on the website: fordatagroup.com/blog navigatorcapital.pl/en fordatagroup.com
  • 2. Introduction 179(2019) ca. EUR 1.16 b Total number of transactions* The largest transaction** (Acquisition of DCT Gdansk S.A by PFR, PSA International and IFM Investors) * based on public data ** among transactions with disclosed prices About the report: The M&A Index Poland report is a position that has become a permanent fixture in the calendar of the industry summaries in Poland. The reports are prepared quarterly by a consul- ting firm Navigator Capital and FORDATA, a leader in the field of IT solutions which support M&A transactions. These reports are created to monitor the dynamics of Polish M&A market and to demonstrate the most interesting transac- tions. We also monitor the frequency of use of the Virtual Data Room during M&A processes in Poland. Selected transactions M&A Index Poland, 2019 by Navigator Capital & FORDATA | December 2019 In 2019 we have witnessed 179 transactions on the Polish mergers and acquisitions market, which is by 20 less than last year (situation on 12.12.2019). The largest transaction was the takeover by a group of investors, including the Polish Development Fund, of the DCT Gdansk container terminal. (9th January) The Danish company Nets took over PayPro, a payment service provider and owner of Przelewy24 payment platform. Nets is specialized in online payment services and credit card services and operates mainly in the Scandinavian and Baltic countries. In addition to handling payments, its portfolio also includes a number of accompanying services, such as fraud protection, mobile wallet, recurring payments and corporate customer services. The acquisition of PayPro is already the second after Dotpay / eCard acquisition of the Danish company on the Polish market. In the near future, Nets may become one of the strongest players in the field of online payments on the Polish market. PayPro Nets Private investor Undisclosed TARGET BIDDER SELLER VALUE [EUR] (1st February) The Hortex Group took over the brand of Jurajska mineral water from Bewa. The management of Hortex identifies a development opportunity in the mineral water segment, which is worth in Poland about EUR 930 m. The water intake used by the company is located in the Kraków-Częstochowa Upland. Due to the tradition and recogni- tion of the brand, the company has a chance to increase its market share. The revenues of Jurajska in 2017 amounted to EUR 24 m, and the net profit – EUR 0.91 m. Jurajska Hortex Bewa Undisclosed TARGET BIDDER SELLER VALUE [EUR] (11th February) Fabryka Farb i Lakierów Śnieżka took over 80% of shares in the Hungarian company Poli-Farbe Vegyipari from the company Lampo Korlátolt Felelősségű Társaság for approx EUR 25 m. The acquired company has got a stable market position, having in its portfolio one of the most recognizable brands on the market, and recently opened a modern factory which cost amounted to approximately EUR 3 m. In 2017, Poli-Farbe's revenues amounted to approximately EUR 35 m, while EBITDA amounted to EUR 4 m. In addition, the company has two subsidiaries in Slovakia and Romania. The acquisition is part of the implementation of FFIL Śnieżka's strategy of expanding to the markets of Central and Eastern Europe. The most well-known Polish producer of paints and varnishes has also subsidiaries in Ukraine and Belarus. Poli-Farbe Vegyipari FFIL Śnieżka Lampo Korlátolt 25 m TARGET BIDDER SELLER VALUE [EUR]
  • 3. By sector Transactions with the participation of Polish companies grouped by sectors (by number of transactions) SELLER (%) TARGET (%) BIDDER (%) M&A Index Poland, 2019 by Navigator Capital & FORDATA | December 2019 Media/IT/Telecom Industry FMCG Biotech/Medical 20% 14% 11% 10% Media/IT/Telecom Industry FMCG Retail 18% 11% 8% 7% Private investor PE/VC Media/IT/Telecom 56% 9% 5% (15th February) Neomedic, obstetrics and gynecological hospitals, which since 2012 have been held in the portfolio of Innova Capital fund (66.7% of shares) have been sold to the second largest medical company in Poland, listed on the Swedish exchange, Medicover for approximately EUR 71 m. The expected revenues of Neomedic for 2018 are nearly EUR 28 m. The acquired entity operates 2 hospitals in Krakow and one in Nowy Sącz, in which 7600 newborns were born in the last year. The Medicover Group provides private medical care services and Poland is its largest market. It achieved revenues of EUR 580 m in 2017 and is very active on the mergers and acquisitions market. Neomedic Medicover Innova Capital 71 m TARGET BIDDER SELLER VALUE [EUR] (19th March) A group of investors, among others Polish Development Fund (PFR) bought from the funds of the Macquire Group DCT Gdansk, the largest and the only one deep-wa- ter container terminal in Poland, which is adapted to serve the largest transport vessels. The share of PFR in this investment is about 30%. In 2018, DCT gave service to nearly 2 m of containers. PFR plans to invest up to EUR 0.47 m untill 2023. After the implementation of the strategic investment the DCT is expected to be able to service 4.5 m of containers. DCT Gdansk generates annual profits of EUR 23 m, EUR 100 m of revenue and EUR 70 m of EBITDA. DCT Gdansk S.A. PSA International, IFM Investors, Polish Development Fund MTAAS Fund Macquarie Infrastructure and Real Assets Australian Super Statewide Superannuation 1.16 b TARGET BIDDER SELLER VALUE [EUR] (5th April) Polmlek, one of the largest dairy producers in Poland, acquired 100% shares in Rolmlecz, which focuses on the purchase of milk and its sale to production entities of the Lacpol Group, thereby acquiring approx. 60% of the Group's shares. Thanks to this transac- tion, Polmlek has become one of the three largest entities operating in the dairy products market. Moreover, after the takeover of the Fortuna brand, it is also an active player on the juice and beverage market. According to press, Polmlek plans further expansion in the Polish food sector. Rolmlecz Polmlek Private investor Undisclosed TARGET BIDDER SELLER VALUE [EUR]
  • 4. M&A Index Poland, 2019 by Navigator Capital & FORDATA | December 2019 (9th May) Oceanic, the owner of the AA cosmetics brand, took over L'biotica from the Waterland fund and minority private shareholders. Oceanic operates several business lines, among others produces cosmetics for allergic skin, medical products as well as cosmetics in the private label formula. L'biotica offers cosmetics for body and hair care and dietary supplements. In 2017, the company generated EUR 12 m revenue and approx. EUR 1 m EBITDA. Oceanic's revenues in the same period amounted to EUR 52 m, and EBITDA – EUR 6 m. L’biotica Oceanic Waterland, Private investors Undisclosed TARGET BIDDER SELLER VALUE [EUR] (13th May) The transaction is an example of another acquisition of the Nowy Styl Group in Western Europe, after the take over the German company Kusch + Co this year, the Swiss company Sitag in 2015, the company Rohde & Grahl in 2013 operating in Germany and the Netherlands, and the German brand Grammer Office in 2011. For years, Majencia was number one in the office furniture market. Even in 2017, its turnover exceeded EUR 100m, however, for several years it was struggling with financial problems, which caused that the bankruptcy proceedings were applied to her at the end of last year. The new company will employ 266 people of current staff of the French company. Majencia Nowy Styl N/A Undisclosed TARGET BIDDER SELLER VALUE [EUR] (11th June) The largest Polish entity in the car fleet management sector, PKO Leasing, from the PKO group, took over a significant rival from this market - Prime Car Management. The sellers were Aegon PTE, PZU PTE, Aviva PTE and NN PTE. Prime Car Management provides services in the field of leasing and long-term cars rental and services related to fleet service. Moreover, PKO Leasing provides leasing for agricultural machinery, medical equipment and heavy transport equipment. After the acquisition, PKO Leasing will significantly strengthen its leading position in the domestic passenger car leasing market. Prime Car Management operates under the brand Masterlease, which in 2018 generated revenues of EUR 147 m. The Due Diligence process was organized using the FORDATA Virtual Data Room system. PrimeCar Management PKO Leasing Aviva PTE, PTE PZU, Aegon PTE, NN PTE 65 m TARGET BIDDER SELLER VALUE [EUR]
  • 5. M&A Index Poland, 2019 by Navigator Capital & FORDATA | December 2019 (13th June) Dawn Foods, American company has applied to the Polish Office of Competition and Consumer Protection for permission to acquire Agart-Pro, a Polish distributor of ingredients for confectionery producers, ice cream parlors and bakeries. Agart-Pro operates on the basis of four branches in Poland using the supply chain optimization model. Dawn Foods is a company with a similar business profile to the acquired company, which operates in 105 countries using 57 plants. Agart-Pro realized in 2011 revenues of EUR 25 m and EUR 2 m EBITDA. Agart-Pro Dawn Foods Private Investor Undisclosed TARGET BIDDER SELLER VALUE [EUR] (12th June) Orange Polska, one of the largest providers of telecommunications services in Poland, has taken over the Polish provider of IT services in the area of application develop- ment, database systems and operations in the cloud - Blue Soft. The revenues of an IT company are generated mainly from the creation of dedicated applications and the provision of system services to large companies, especially in the area of banking and insurance. Orange does not plan to include the company in its internal structure, it will remain independent and allow the telecommunications company to expand the portfolio of services provided. Blue Soft Orange Polska Tokajami Limited, Wellchosen Investments Limited 47 m TARGET BIDDER SELLER VALUE [EUR] (14th June) Also Holding and MCI Capital successfully completed tender offer for ABC Data shares commenced in December 2018. As a result of the tender offer, investors purchased a 37.1% stake in the company. Subsequently Also took over the exclusive control over ABC Data in July 2019. ABC Data is a distributor of IT equipment, electronics and household appliances operating in eight countries in the Central and Eastern Europe Region. Revenues of the ABC Data Group in 2018 amounted to EUR 1 b. At the same time, the company recorded an EBITDA loss of EUR 8 m. Also is a Swiss platform offering services for compa- nies in the IT sector, especially in the field of marketplace services in 18 European countries. In 2018, the Also Group recorded consolidated revenues of EUR 9 b. ABC Data Also, MCI OFE PZU Zlota Jesien, remained shareholders 35 m TARGET BIDDER SELLER VALUE [EUR]
  • 6. M&A Index Poland, 2019 by Navigator Capital & FORDATA | December 2019 (12th August) Anwis is a leading manufacturer of window covers in Europe. After the purchase of 100% shares in the Polish company from ARX Equity Partners, WAREMA, which is a leader in the field of technology on the global market, will enable further development of Anwis, implementation innovative solutions in the field of sunlight management and enhancement its position on the local and foreign market. WAREMA continues thanks to this global development. The transaction was carried out using the FORDATA VDR system. Importantly, Anwis remains under its original brand and will operate according to current strategy, also offering its own products to its customers. Anwis WAREMA Renkhoff SE ARX Equity Partners Undisclosed TARGET BIDDER SELLER VALUE [EUR] (14th August) The largest restaurant group in Poland, AmRest Holding, sold Restaurant Partner Polska, which runs an internet platform for ordering food - PizzaPortal, to its Spanish counterpart - Glovoapp23, the owner of the Glovo application. PizzaPortal is currently the industry leader on the Polish market, while Glovo is leading the European market. It has about 5.5m users and 16 000 business partners in 26 European and African countries. The acquisition will be an opportunity to strengthen its position in the CEE region and remain a leader in Poland. Pizza Portal Glovoapp23 SL AmRest 30 m TARGET BIDDER SELLER VALUE [EUR] (19th August) P4, a subsidiary of Play Communication, signed a preliminary agreement for the acquisition of 100% shares in 3S from Katowice and indirect acquisition of its subsidiaries. The total value of 3S company and its subsidiaries amounts to EUR 96 m. 3S develops and provides fiber optic infrastructure and telecommunications services. The shares were sold by the founders and the fund of Ambrosia CEE Holding S.a.r.l. from the Enterprise Investors group, which in 2015 purchased 76% of shares for EUR 20 m. During the transaction, the FORDATA Virtual Data Room system was used. 3S P4 Ambrosia CEE Holding S.a r.l. and three founders 96 m TARGET BIDDER SELLER VALUE [EUR]
  • 7. M&A Index Poland, 2019 by Navigator Capital & FORDATA | December 2019 (28th August) Polish private equity fund Krokus has sold a 75% stake in Termo Organika, the largest producer of polystyrene in Poland, to the French company Soprema, a European leader in the insulation materials industry. The purpose of the transaction was to consolidate Soprema's position in Central and Eastern Europe, to acquire 4 modern factories located in Poland, as well as a wide distribution network. Termo Organika is a leading manufacturer of insulation materials - including Styrofoam boards containing composite. In 2018, it achieved approx. EUR 19 m of revenue. Termo Organika Soprema SAS Krokus Private Equity Undisclosed TARGET BIDDER SELLER VALUE [EUR] (2nd September) Chinese pharmaceutical company, Yifan Pharmaceuticals, has become the indirect owner of 31.65% of shares in the Polish biotechnology company - Bioton S.A. Moreover, in July 2019, the companies signed a cooperation agreement in the field of insulin analogues. Bioton is one of the largest companies in the industry listed on the Warsaw Stock Exchange. Its main activity is the production of insulin drugs and antibiotics. In 2018, the company generated around EUR 50m of revenue. Bioton Yifan Pharmaceuticals Ningbo Bonded Area Dongren Investment; Kelipond Investment 90 m TARGET BIDDER SELLER VALUE [EUR] (4th September) Czech energy company CEZ bought 75% of shares in the Polish supplier of sanitary equipment and the HVAC market leader - Euroklimat. The company has headquar- ters in 4 major Polish cities - Poznań, Wrocław, Warsaw and Gdańsk, in which it employs 223 people and achieved approx. EUR 60m revenue and EUR 10m net profit in 2018. The CEZ Group is one of the largest energy companies operating in the CEE region - it mainly focuses on the production and distribution of electricity and heat. The company has been listed on the Warsaw Stock Exchange since 2006 and operates on the Polish, Romanian, Bulgarian and Turkish markets. Euroklimat CEZ Private investor Undisclosed TARGET BIDDER SELLER VALUE [EUR] (22th November) The Portuguese Logoplaste Group, a producer of plastic packaging, has announced the signing of an agreement regarding the purchase of a majority stake in the Polish company Masterchem. The company is one of the leading Polish producers of PET packaging and preforms as well as closures for household chemical packaging, cosmetics, foodstuffs as well as pharmaceutical products and dietary supplements. In 2018, the company generated EUR 33m of revenue and EUR 6m of profit. It employs approx. 170 people. Masterchem Logoplaste Private investor Undisclosed TARGET BIDDER SELLER VALUE [EUR]
  • 8. Contact Karol Szykowny Director e: karol.szykowny@navigatorcapital.pl t: +48 22 202 68 80 Navigator Capital S.A. ul. Twarda 18, 00-105 Warsaw, Poland t: +48 22 630 83 33 f: +48 22 630 83 30 e: biuro@navigatorcapital.pl navigatorcapital.pl/en Alicja Kukla-Kowalska Senior Key Account Manager e: alicja.kukla@fordatagroup.com t: +48 533 354 054 FORDATA sp. z o.o. Taczaka 24, 61-819 Poznań, Poland t: +48 61 660 15 10 e: office@fordatagroup.com fordatagroup.com Navigator Capital FORDATA Navigator Capital along with Dom Maklerski Navigator (Navigator Brokerage House) is the leading independent financial adviser, specializing in mergers and acquisitions and public and private issues of stocks and bonds. During 11 years of its market presence, Navigator Capital Group conducted over 70 transactions, of over 6 billion PLN total value. Through cooperation with international network of advisory firms associated in the Pandion Partners, Navigator Capital effectively handles international transactions. FORDATA is a pioneer on the Polish capital market. Based on Virtual Data Room technology, we support our clients in managing documents and communica- tion during complex transactional processes. We support the largest M&A, IPO transactions, private equity investments, restructurings, projects associated with obtaining financing and privatizations in Poland and other countries of Central and Eastern Europe. FORDATA systems increased safety and efficiency of hundreds of different types of transactions with a total value of over PLN 35 billion FORDATA services are used by the industry leaders in Poland and abroad, including largest advisory companies, banks, legal advisors or Private Equity/Venture Capital funds, ie. Enterprise Investors, Enea SA, Home.pl, Grupa LOTOS, PZU SA, Grant Thornton, NFI Empik, ZELMER, Bank DNB, BOŚ Bank, Polimex Mostostal, Budimex, DM PKO Banku Polskiego, Deloitte Advisory, EY, KPMG Advisory, JSW, HAITONG and many others. Authorised Adviser Business Partners M&A Index Poland, 2019 by Navigator Capital & FORDATA | December 2019 (26th November) Kospel, a Polish manufacturer of electric water heaters and boilers, was acquired by the Viessmann Group, a world leader in the production of heating devices. Thanks to this transaction, the German company will increase its presence on the markets of Central and Eastern Europe and expand its product portfolio with high-quality electric heating systems. Kospel employs approx. 500 people in 4 production plants and a part of the production is directed to eastern markets, including Russian or Ukrainian. In 2018, the company generated revenues of approximately EUR 23m. Navigator Capital Group was a sole advisor to seller in the sale process and FORDATA provided virtual data room services. Kospel Viessmann Private investor Undisclosed TARGET BIDDER SELLER VALUE [EUR] (28th November) Boryszew signed a preliminary agreement on the sale of shares of Impexmetal S.A with the Swedish company Gränges AB. Gränges is a global supplier of aluminum products used in heat exchangers and products from niche markets. Impexmetal, which is part of the Boryszew group, deals in the production of non-ferrous metals (alumi- num, copper, zinc), as well as semi-finished products and bearings. The company generated approx. EUR 0.8b in revenues and nearly EUR 23m in profit. Currently employs approx. 760 people. Impexmetal Granges Boryszew 218 m TARGET BIDDER SELLER VALUE [EUR] (28th November) The German company TAG Immobilien acquired 100 percent shares in Vantage Development, a Wrocław residential developer listed on the WSE. The price per share was EUR 2.7, and the total value of the transaction is approximately EUR 131m. Vantage Development has 12 years of experience on the real estate market and has completed such investments as the Centauris estate in Wrocław or Living Point Mokotów in Warsaw. The TAG Group focuses its activities on the German residential real estate sector, mainly in the field of long-term rental of apartments. Vantage Development Tag Immobilien Private investor 131 m TARGET BIDDER SELLER VALUE [EUR] (6th December) The purchase transaction of 100% shares in Tomma Diagnostyka Obrazowa by PZU Zdrowie closed with positive decision from UOKiK. The acquisition aims to include innovation testing that will support public health service and is an extension of PZU's medical offer with its own diagnostic and prophylactic services. Tomma has over 30 studios all over Poland. It offers resonance and tomographic tests. The transaction was carried out using the FORDATA Virtual Data Room. Tomma Diagnostyka Obrazowa PZU Zdrowie Tar Heel Capital Undisclosed TARGET BIDDER SELLER VALUE [EUR]
  • 9. Alicja Kukla-Kowalska Senior Key Account Manager FORDATA Experts' comments In 2019 (as of December 12), 179 mergers and acquisitions took place. It is 20 less than in the same period last year. The decline is clear, although not surprising in the context of the global economic slowdown. Half of all sellers were made up of private entities (50%), with the largest interest in industrial companies (25 transactions) and the IT/Me- dia/Telcom sector, which maintained its first position in relation to 2018 and still consolidates the most. We take advantage of the prosperity in the CEE region Experts recognize the growing role of the market both in Poland and in the entire Central and Eastern Europe region. Interest of Asian investors is growing, who have bought from us three times this year, and only once last year. The biggest transaction was the purchase of a package of Bioton shares by the Chinese drug manufacturer Yifan Pharmaceutical returning to us after their 2018 purchase of a majority stake in the pharmaceutical company SciGen from Bioton. Two more transactions were finalized by companies from Singapore - Sportmaster acquired shares of Go Sport Polska, while the PSA International fund co-financed the purchase of the DCT Gdansk container terminal in the total amount of EUR 1,17 billion. This is the largest transaction of 2019 in terms of volume. The acquisition of Orbis by the French giant Accor for EUR 340 million was the second biggest investment. Less foreign acquisitions The potential of Polish companies for development abroad has been confirmed for several years, but its nature is not uniform. This year, Polish investors purchased 15 foreign enterprises, half as much as last year, which brings us closer to the 2017 result. Acquisitions in the IT/Media/Telcom sector were the most popular - 6 transactions. These include, among others, the purchase of the Croatian hosting provider Avalon by H88, which aims to help the company expand in the CEE region. Another noteworthy transaction is the acquisition of the French television metadata provider Plurimedia by the Media Press Group, which creates a chance for the Polish company to standardize television services on the European market. PE/VC funds are still slow Investment activity of PE/VC funds is still decreasing. In relation to 2018, portfolios have been enriched by about 30% fewer entities (15 transactions in total). Among the transactions of disclosed value, the largest was the purchase of shares in DocPlanner by 4 foreign funds with a total value of EUR 80 million. It was the second largest transaction this year in the IT sector. Thanks to financing, the Polish supplier of application for making doctor appointments will be able to strengthen its position on European markets and in South America. Consolidation of the sector, which in its current form rarely has a chance to go beyond the seed rounds of project financing due to lack of capital, may be a chance to improve national statistics. Therefore, the large presence of foreign funds in the annual statement is not surprising - over 40% of sides in all transactions. However, the number of exits from investments increased. In 2019, funds reduced their portfolios by 16% compared to 2018. The reason may be both the arrival of the disinvestment cycle and the aforementioned capital shortages. The regrouping of state giants The high number of transactions in the industrial sector was reinforced by the interest from the state. In the passing year, attempts to create state giants in the energy and financial sectors were particularly discussed. In 2019, state-owned companies took over, among others Katowicki Węgiel, Energomontaż-Północ or Przedsiębiorstwo Budowy Szybów - the FORDATA data room was the intermediary system in this transaction. In turn, Orlen Serwis was strengthened by the overall purchase of the Lithuanian company UAB Emas, thanks to which it will be able to create a central service and technical center for the entire Orlen Group. PZU took part in four acquisitions: Falck Medical Centers, Alergo-Med., Tomma Diagnostyka Obrazowa and Prime Car Management. FORDATA Virtual Data Room was also used in two latter transactions. As the main shareholder of Alior Bank, PZU S.A. also gained control over SKOK "Jaworzno". M&A Index Poland, 2019 by Navigator Capital & FORDATA | December 2019
  • 10. Alicja Kukla-Kowalska Senior Key Account Manager FORDATA Experts' comments What awaits us in 2020? Investors will carefully watch how domestic companies will react to the economic slowdown and look for their chances. We do not expect an increase in the number of investments. PE / VC funds will not grow overnight as global players, so we anticipate their similar activity in the coming year. There will probably be several exits from investments in the energy sector and further storage of assets in the portfolio. The participation of the state in the energy and financial sectors is likely to be even stronger next year. We are waiting the Orlen-Lotos merger, and PZU is mentioned among the candidates to take over mBank, which according to some scenarios would sell part of Pekao shares to PKO BP and thus obtain financing. The merger of PKO and Pekao is also at stake, which would significantly strengthen the bank's position on the CEE market. The most active industries may be food production, industry, energy and fuels as well as the financial industry. VDR for every industry The Polish M&A market today uses the data room solution as a standard transaction tool. Its role is crucial to ensure security and accelerate the Due Diligence process in all types of transactions. The popularity of VDR has been growing almost exponentially for two years, achieving a result of 49% this year, and the data room itself is becoming increasingly popular in life science projects, on the commercial real estate market and in legal audits. Its importance will grow in 2020 in the face of growing phishing threats and the interest in the subject of secure file sharing M&A Index Poland, 2019 by Navigator Capital & FORDATA | December 2019
  • 11. As of the date of publication of this report, 179 M&A transactions were carried out on the Polish market in 2019, which represents a 10% decrease compared to the same period of the previous year. In the analyzed transaction period, the largest transaction in terms of value was the acquisition of DCT Gdańsk S.A by the Polish Development Fund, PSA International and IFM Investors for about EUR 1.16b. The new owners assume further development of the port, including increasing freight turnover from 7.5 million tones in 2015 to 16 million tones in 2020, as well as the construction of new terminals. Business activity of the port may be a financially attractive alternative to Northern European ports that serve connections to Asia throughout the year. The Fund's activity may be of significant importance for the development of the company, in particular by providing financing for capital-intensive investments. Last year, the Media/IT/Telecom sector underwent the most intensive consolidation, in which as many as 35 acquisitions were recorded in 2019, accounting for 20% of activity on the Polish M&A market. The largest of them includes the acquisition of ABC Data by ALSO Holding for over EUR 33 m and the investment of Glovo, the Europe- an market leader in food ordering application market, in Pizza Portal, belonging to the based Wroclaw company Amrest. One of the main factors responsible for the consolidation activity of the industry may be its dynamic development on global markets and the search for new technological solutions by large companies. High consolida- tion potential may be observed also in HVAC industry, exemplified by the takeover of Kospel, a Polish manufacturer of electric water heaters and boilers by the Viessmann Group - the world leader in the production of heating devices. Thanks to the transaction, the German company will strengthen its presence on the market of innovative electrical systems in Central and Eastern Europe. In this transaction, the owner of Kospel was advised by Navigator Capital Group, and FORDATA provided virtual data room services. In 2019, Polish companies made 15 foreign acquisitions, which is by 13 less than in the previous year. One of the most interesting foreign transactions was the acquisition of the Hungarian paint manufacturer Poli-Farbe Kft by one of the leaders of the Polish market - Śnieżka - for around EUR 25 million. This transaction may significantly strength- en the position of the Polish company in Eastern Europe due to the activity of Poli-Farbe in Hungary and other countries of the region. The current policy of expansion in Western European countries was continued in this year by Nowy Styl, which through acquisitions of Kusch + Co from Germany and Majencia from France, increased its market share in these countries. In previous years, the company became the owner of entities operating in Switzer- land, Germany, the Netherlands and Dubai. The motives that guide companies seeking acquisitions abroad include above all expanding the range of recipients for the products offered, as well as their diversification and overcoming barriers related to building brand awareness in new markets. In the past year, the number of transactions with private equity funds was lower than in previous years. Their activity on the Polish market was limited to 15 acquisitions and 17 exits. One of the largest transactions carried out by this group of investors this year was the sale of ABC Data, a Polish distributor of IT equipment and electronics to ALSO Holding, the European industry leader by the MCI Capital fund for over EUR 33 m. Another interesting transaction was the exit of the Krokus Private Equity fund from Termo Organika, which was purchased by the French manufac- turer of insulation products - Soprema. Most of the ownership changes were made in Media/IT/Telecom - 20% and Industry - 14%. On the buy side dominated companies from the Media/IT/Telecom sector - 18%, Industry - 11% and FMCG companies - 8%. The largest group of sellers were private investors involved in over a half of the deals, followed by Private Equity/Venture Capital Funds, which made up 9% of the entities on the sell side. Director Navigator Capital Karol Szykowny, CFA M&A Index Poland, 2019 by Navigator Capital & FORDATA | December 2019