A few months after introducing new laws on Foreign Investment Restrictions (FIR) as part of the government’s Anti-Crisis Shield 4.0 programme, the Polish authority (the President of UOKiK) has issued its first decision acknowledging an acquisition that fell within the FIR.

The key transaction parameters that triggered the consent requirement in this case were as follows:

  • The investor, a private equity fund, came from a non-OECD country (the Cayman Islands);
  • The target, the Center for Electronic Settlements Polish ePayments S.A., was the leader of the non-cash transaction market in Poland. It specialises in processing non-cash payments and providing innovative services for business online and via point of sale terminals. The company met the review criterion of elaborating or modifying software used for, among other things, payment processing

The Polish authorities ultimately reached the conclusion that the transaction did not pose a threat to security, order or public health. Their analysis found that the takeover did not pose a threat in terms of access to specific technologies or software. Although the decision sends a positive signal regarding legal certainty in relation to direct acquisitions by non-OECD investors, it is to be hoped that similar clarity regarding indirect transfers of control over Polish entities will also be provided in future. The official announcement regarding this case and the decision itself (Polish language version) can be accessed here.  

Author

Weronika Achramowicz co-heads Baker McKenzie's Mergers & Acquisitions Group and heads the International Commercial & Trade team in in Warsaw and is also the country lead for the Consumer Goods & Retail Group industry group and the Foreign Investment Restrictions task force. Weronika advises on M&A and broader corporate and commercial strategy matters, with a focus on businesses operating in complex global environments. She also actively supports Polish businesses expanding abroad, focusing on foreign direct investments.

Author

Ewa Marcisz is an associate in the International Commercial & Trade and the Mergers & Acquisitions practice groups of the Baker McKenzie Warsaw Office. Ewa focuses on foreign direct investments, cross-border and domestic acquisitions, reorganizations, and commercial contracts. In particular, she advises clients with respect to drafting, negotiating and implementing the contracts with national and foreign partners. She is also currently completing a PhD on state owned companies.

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