WARSAW - Dec. 21, 2015 - Greenberg Traurig acts as Polish law and US securities law counsel to the Pfleiderer Group and Atlantik S.A., the controlling shareholder of the Group, on the corporate reorganization of the Pfleiderer Group financed by way of a share capital increase of Pfleiderer Grajewo S.A.
The transaction involves the re-IPO of the combined Pfleiderer Group on the Warsaw Stock Exchange consisting of a public offering of the new shares in Poland and private placements of new and existing shares to international institutional investors. Greenberg Traurig provided comprehensive legal advice to Pfleiderer Grajewo S.A. with respect to Polish and US law and also advised the selling shareholder, Pfleiderer Service GmbH, on the private placements of existing shares.
Greenberg Traurig took the leading role on these transactions, responsible for drafting the offering documents for the public offering and private placements of shares, including a prospectus and an international offering circular, supporting the company in securing the approval of the prospectus from the Polish Financial Supervision Authority, and providing corporate advice in relation to the preparation and conducting of the offering. The disclosure in the international offering circular drafted by Greenberg Traurig also served as the basis for a consent solicitation statement prepared in connection with soliciting consents under the Pfleiderer Group’s outstanding high yield notes.
The value of the public offering of Pfleiderer Grajewo S.A. amounts to PLN 362 million and the proceeds will be used to finance the acquisition of Pfleiderer GmbH and to reduce the indebtedness of the integrated Group.
The total value of the Transaction, including the value of the private placement carried out by Pfleiderer Service GmbH and the value of shares to be transferred by Atlantik S.A. to certain of its creditors under the repayment in-kind, amounts to approximately PLN 744 million.
Due to the complex structure and cross border aspects, the Transaction required an integrated approach from the Warsaw office’s Capital Markets, Mergers and Acquisitions, and Banking and Finance Departments and the London office’s US Capital Markets Group. The success of the Transaction demonstrates the firm’s ability to lead on a complex cross-border transaction executed according to the highest international market standards.
“The re-IPO of the Pfleiderer Group was a key element in the innovative structure of this project. The success of the offering is an important step in the restructuring of the Pfleiderer Group and I am very pleased that our capital markets practice was also responsible for this aspect of the transaction,” said Jarosław Grzesiak, managing partner of the Warsaw office of Greenberg Traurig.
The Warsaw office team was led by the Managing Partner Grzesiak and Partner Rafał Sieński. They were supported by associates from the Capital Markets Department: Mateusz Zaleński, Tomasz Szekalski, and Piotr Płatnerz.
Partner Dorothee Fischer-Appelt and Counsel Godric Shoesmith from Greenberg Traurig’s London office advised on US law capital markets matters, including drafting of disclosure in the international offering circular.