Report M&A Index Poland 1Q 2016

M&A Index Poland
1Q 2016
Prepared by Navigator Capital & FORDATA
www.fordata.pl/en
Experts’ comments to the 19 edition
of the report can be found on the website:
blog.fordata.pl
www.en.navigatorcapital.pl

Introduction
The first quarter of 2016 was significantly slower than the end of last year in terms of M&A
activity, with 46 transactions reported in comparison to 77 in the last quarter of 2015. This
quarter, however, was similar to the first quarter of 2015 when 50 transactions were
completed. This downturn might have been caused by the unfavourable market and
political conditions. Below we have attached a description of the most considerable deals.
M&A Index Poland, 1Q 2016
by Navigator Capital & FORDATA | April 2016
Selected transactions
Total number of transactions*
46 (1Q 2016)
The largest transaction**
EUR 244m
(Acquisition of Smyk Group
by Bridgepoint Europe)
* 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 demon-
strate the most interesting transactions.
For the past eight editions we are also
focusing on the frequency of use of the
Virtual Data Room during M&A processes
in Poland.
(4th
January) Europe’s leading navigation systems provider, TomTom Telematics (TomTom),
has agreed to acquire Finder for an undisclosed consideration. The acquisition will expand
the TomTom’s subscription base with additional 60,000 monitored vehicles. TomTom’s
management board regards Poland as one of the markets with the highest growth
potential. This transaction is in line with TomTom Telematics’ strategy of strengthening their
position on the European telematics and fleet management markets.
TARGET BIDDER SELLER VALUE [EUR]
Finder TomTom Telematics Private Investor Undisclosed
(18th
January) In one of the largest transactions of the first quarter, Bridgepoint Europe (by
Coortland Ivestments) venture capital fund has acquired Smyk Group, which is a toys and
juvenile products retailer. Smyk has been present on the Polish market since 1952. It currently
operates over 125 stores in Poland and plans on expanding in other CEE countries. Comple-
tion of the transaction is subject to the approval of the Polish anti-monopoly authorities.
Smyk Group
Coortland
Investments
(Bridgepoint Europe)
Empik Media
& Fashion
244m
(15th
January) WSE listed venture capital fund MCI.EuroVentures has acquired Mobiltek,
and its wholly owned subsidiary, electronic payment services provider, Dotpay. Dotpay
currently has 15% of Polish online payments market share. MCI has outbid another
VC fund, Innova Capital, which purchased ePłatności instead. This is another MCI’s
acquisition of the electronic payment company - in September 2015 MCI has acquired eCard.
Mobiltek (Dotpay) MCI.EuroVentures - Undisclosed

By sector
Transactions with the participation of Polish
companies grouped by sectors
(by number of transactions)
SERVICES (OTHER)
MEDIA / IT /
TELECOM
RETAIL
FINANCIAL SERVICES
FINANCIAL SERVICES
MEDIA / IT /
TELECOM
PE / VC
SERVICES (OTHER)
PE / VC
MEDIA / IT /
TELECOM
PRIVATE INVESTOR
FINANCIAL SERVICES
SELLER (%)
TARGET (%)
BIDDER (%)
(11th
February) Finnish state-owned energy company Fortum Holding has acquired ca.
112m shares which represent 93% stake in Duon Group, Polish WSE-listed energy
company, in a tender offer. Duon is one of the largest Polish energy companies and
the main competitor of the state-owned PGNiG Group. Company’s main products are
LPG-gas and electricity. It operates on the TPA (Third Party Access) basis.
103m
Duon Group
(93% stake)
Fortum Holding
AKJ Investments,
Capital Partners
VALUE [EUR]
(25th
January) Media group Agora has purchased 53% stake in GoldenLine for a
consideration of ca. EUR 2m. Agora, which has been a minority shareholder in
GoldenLine so far, now holds 89% stake. The purpose of the transaction is strengthen-
ing Agora’s position on the recruitment services market. The remaining 11% stake is
owned by the founder of GoldenLine, Mr. Mariusz Gralewski.
TARGET BIDDER SELLER
2m
GoldenLine
(53%stake)
Agora -
(1st
February) Orbico Group, FCMG products wholesaler and retailer, has agreed to acquire
80% in Distribev Holding from Żywiec Group, which is one of the largest Polish breweries.
Distribev operates on the alcoholic beverages distribution and retailing market. This
transaction is a part of Żywiec Group’s strategy of focusing on their core business. The
remaining 20% stake is held jointly by Żywiec Group and Distribev Holding.
22mDistribev Holding
(80% stake)
Orbico Group Żywiec Group
(16th
February) Innova Capital private equity fund has ﬁled a motion to the polish
anti-monopoly authorities for a consent to acquire Polskie ePłatności (PEP), electronic
payment services provider. Innova Group along with OPTeam, which currently holds 50%
stake in PEP, aim to acquire the remaining 50% from the State Securities Printing House
(PWPW SA). Aside from providing electronic payment solutions, PEP also offers other
payment terminal-based services.
Undisclosed
Centrum Rozliczeń
Elektronicznych
Polskie ePłatności
OPTeam,
Innova Group
-
20%
17%
15%11%
17%
15%
13%
9%
35%
15%15%
5%

Authorised Adviser
Business Partners
Navigator Capital
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 the last ten years Navigator has completed over
60 transactions. Navigator Partners’ market experience
includes deals worth over PLN 6b (EUR 1.5b).
Through cooperation with international network of
advisory firms associated in the Pandion Partners,
Navigator Capital effectively handles international
transactions.
Navigator Capital and Dom Maklerski Navigator create
a strategic alliance with Biuro Maklerskie Banku BPH
(Brokerage Office of Bank BPH) concerning services
related to shares (IPO & SPO) and debt instruments
(bonds) public issues.
FORDATA
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 32 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.
Contact
Jan Kospin Director
e: jan.kospin@navigatorcapital.pl t: +48 22 202 68 80
Navigator Capital S.A.
ul. Twarda 18, 00-105 Warszawa, Poland
t: +48 22 630 83 33 f: +48 22 630 83 30
e: biuro@navigatorcapital.pl www.en.navigatorcapital.pl
Marta Kotwis Key Account Director
e: marta.kotwis@fordata.pl t: +48 508 259 349
Fordata Sp. z o.o.
Taczaka 24, 61-819 Poznań, Poland
t: +48 61 660 15 10 e: biuro@fordata.pl www.fordata.pl/en
(8th
March) Polish WSE-listed entity, Izo-Blok has acquired its German counterpart, SSW
PearlFoam. Both companies operate in plastics processing industry; PearlFoam specializes in
automotive parts manufacturing. This transaction can allow Izo-Blok to become plastics
processing market leader in Europe. The consideration of EUR 22m will most probably
partially be financed with a new share issue.
22mSSW PearlFoam Izo-Blok -
(17th
March) One of the Poland’s largest media groups, Wirtualna Polska, has acquired
TotalMoney.pl, a price engine which allows comparing insurance and banking services
prices. Since its debut on the Warsaw Stock Exchange, Wirtualna Polska has completed
a number of acquisitions for a total consideration of ca. EUR 3.5m. In less than a year, the
company has acquired Wakacje.pl, Easygo.pl and Wypoczynek.pl.
3.5mTotalMoney.pl Wirtualna Polska
Group
(18th
March) The largest FCMG wholesaler in Poland, WSE-listed Eurocash Group, has
completed an acquisition of EKO Holding for an undisclosed consideration. EKO Holding
currently owns and operates 250 supermarkets, mainly in south-western Poland. The
purpose of this acquisition is to enhance the Eurocash’s supply chain efficiency, develop new
competences and increase the scale of the company’s operations. Eurocash hopes to
achieve synergy effects and compete harder with the discount stores.
UndisclosedEKO Holding Eurocash Group
(15th
March) Emest Investments private equity fund has agreed to acquire 100% stake in a
debt collection company, GetBack from a WSE-listed bank, Idea Bank, for a consideration
of EUR 192m. GetBack operates in Polish and Romanian markets. The sale of its assets will
help Idea Bank decrease its financing costs and strengthen its capital base. Completion of
the transaction is subject to the approval of the Polish anti-monopoly authorities.
.
192mGetBack Emest Investments Idea Bank
-
Pelican Ventures
(9th
March) One of the Polish fish processing companies will be acquired by Lisner
company, a part of the FMCG corporation, Unternehmensgruppe Theo Muller Group.
Nordfish-Foodmark sells its products in Poland under the Polarica brand. Thanks to the
acquisition, Lisner hopes to expand its market share in Poland. The transaction requires the
approval of the anti-monopoly authorities.
UndisclosedNordfish-Foodmark Lisner -
-

Marta Kotwis
Key Account Director,
Member of the Board
FORDATA sp. z o.o.
Year 2015 was very busy for Polish mergers and acquisitions market thus positively distinguished Poland among
Central and Eastern Europe countries. After spectacular increase in the last quarter of 2015 with the record number
of 77 closed transactions, the ﬁrst quarter of 2016 totalled only 46 transactions. It is also a decrease of 8%
compared to Q1 2015 with 50 transactions recorded. Dealogic estimates that the global M&A market fell by 25%
compared to the previous year and EMEA market fell by 19%.
Transactions with value of less than PLN 100 million still dominate on the list (12 transactions) although there are
45% less of them compared to Q4 2015. Among the transactions with disclosed price only 3 exceeded value of EUR
100 million, which is a low result compared to previous quarters. The most popular targets among investors were
companies from the IT / Media / Telecommunications sectors.
In terms of value, the largest transaction on the Polish M&A market in Q1 2016 was undoubtedly sale of shares in
Smyk Group by Empik Media & Fashion to Bridgepoint fund. Value of the transaction amounted to PLN 1.06 billion.
In CEE region the largest transaction was the purchase of Swiss company Syngenta for $43 billion by The China
National Chemical Equipment Corporation (ChemChina).
We observe an increasing involvement of private equity funds and strategic investors especially in the commercial
real estate market. Available data have shown that most of Buyers in Q1 2016 were companies from the ﬁnancial
services industry (17% of all transactions), while private equity funds and venture capital were dominant on the
Sellers’ side (35% of all transactions).
In 2015 we saw the continuous trend of using Virtual Data Room (VDR) in the transactional processes. Our observa-
tions indicate that the use of VDR has become synonymous with professional approach to executed projects.
This trend will continue in 2016.
Experts' comments

Jan Kospin
Director
Navigator Capital S.A.
In the first quarter of 2016, only 46 M&A transactions have been completed which is a significantly worse
result than in the last quarter of 2015. On the other hand, the beginning of the last year has also been rather
slow, with 50 transactions carried out in the 1Q 2015. If such tendency continues, we should witness a rapid
rise in the number of mergers and acquisitions in the coming quarters.
During the first three months, the majority of targets belonged to the IT, Media and Telecom sectors with
20% share in all M&A transactions. Also private equity and venture capital funds, such as MCI, Bridgepoint,
Innova, were highly active on the market and accounted for 35% sell-side and 15% buy-side transactions.
The largest acquisition, in terms of value, was the purchase of Smyk Group by Coortland Investments, a part of
Bridgepoint Europe private equity fund, from Empik Media & Fashion for a consideration of ca. EUR 244m.
Warsaw Stock Exchange listed FMCG wholesaler, Eurocash Group, remains highly active on the Polish market.
In March 2016, the group has signed a preliminary agreement to purchase 100% shares of EKO Holding. It is
Eurocash’s another large transaction, after completing an acquisition of 50% stake in Firma Rogala (Delikatesy
Centrum franchise holder). Before that, Eurocash Group has also informed that it has signed a preliminary agree-
ment to purchase 100% stake in Polska Dystrybucja Alkoholi (previously Jantoń Dystrybucja).
Experts' comments

Report M&A Index Poland 1Q 2016

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