April 19, 2013
Pawel Rymarz, the managing partner of the Warsaw office of Weil, has received one of the two “Best Lawyer for Capital Markets” Awards by Forbes Poland at a ceremony held in Wroclaw on April 11, 2013.
The award was granted for Weil’s advisory on some of the key public M&A and capital markets transactions in Poland in 2012, and specifically in recognition of Weil’s advice to ZAT in connection with the defense against a hostile takeover attempt by Acron and the acquisition of ZA Pulawy.
The transaction aimed to defend two leading Polish chemicals companies, ZAT and ZA Pulawy, both State-controlled and listed on the Warsaw Stock Exchange, against two attempts at hostile takeover, by means of a tender offer: of ZAT by Acron, a Russian chemicals company, and of ZA Pulawy by Synthos, a Polish private chemicals company. In connection with the transaction Weil provided comprehensive legal services to ZAT, which requested its shareholders to consent to the share capital increase by as much as 75 percent. As a result of an issuance of new shares, Acron’s possible interest in ZAT would have been diluted. At the same time, ZAT and ZA Pulawy, who used to compete with each other, agreed on the consolidation of both companies, with support from the Polish Ministry of the State Treasury. Subsequently, Weil advised ZAT in connection with the acquisition of shares representing a total of 83.7 percent of the share capital of ZA Pulawy, in two steps: a 10.3 percent equity stake was acquired by way of a public tender for the sale of ZA Pulawy’s shares, and the remaining 73.4 percent shares in ZA Pulawy were acquired in exchange for newly-issued series D shares in ZAT. Weil also advised ZAT with regard to acquisition financing provided by PKO Bank Polski S.A., Poland’s largest bank, and obtaining merger clearance from the European Commission. The transaction value exceeded PLN 2 billion (approximately US$650 million or €490 million).