POLAND Law and Practice Contributed by: Agnieszka Janicka, Krzysztof Hajdamowicz and Jarosław Lorenc, Clifford Chance LLP
1. Trends 1.1 M&A Market
outs, deferred payments and vendor loans are being used to bridge these gaps. 1.3 Key Industries The IT/technology, banks and financial institutions, infrastructure, renewable energy, e-commerce, health - care, Fast-Moving Consumer Goods (FMCG) and retail sectors have all experienced significant M&A activity in the past 12 months.
Despite various challenges, the Polish M&A market is improving and offers great opportunities for investors willing to engage in innovative and complex deals, with a promising outlook for growth and development in the coming years. 1.2 Key Trends Capital Market Dynamics The Warsaw Stock Exchange (the “WSE”) has seen only a few initial public offerings (IPOs), thus for pri - vate transactions public-to-private (P2P) or Private Investment in Public Equity (PIPE) were more popular during 2025. Debt Financing The availability and pricing of debt financing con - tinue to impact the M&A market. High interest rates and limited availability of low-interest debt have led to increased deal complexity. However, innovative deal structures are being used to make deals happen Increased scrutiny in the regulatory context, particu - larly in light of the foreign direct investment regime and the new EU Foreign Subsidies Regulation, com - plicates the acquisition process. However, Poland’s regulatory regime remains relatively friendly to foreign investors. Technology and Digitisation Poland’s technology sector is booming, with a strong focus on innovation and digitisation reshaping the M&A landscape. This is attracting IT talent and mak - ing companies in the software and gaming sectors attractive targets for potential acquisitions. Previously delayed implementation of EU digital legislation is now moving forward, which drives change. Valuation Discrepancies The M&A market faces challenges due to differing valuations between buyers and sellers, leading to complex deal structures and extended negotiations. However, innovative deal structures such as earn- despite these challenges. Regulatory Challenges
2. Overview of Regulatory Field 2.1 Acquiring a Company
M&A transactions regarding private companies are usually effected by the acquisition of shares from the selling shareholders, the acquisition of a business as a going concern or the issuance of shares to a new shareholder, sometimes with the shares of the exist- ing shareholders being bought back and redeemed (although this situation occurs substantially less often and usually involves distressed businesses). There are many structures available that could lead to a takeover of a listed company in Poland, driven by the shareholders’ pattern, the legal requirements of the prospective buyer and/or sellers and the domi - cile of the listed entity (ie, corporate law driven by the registered seat or place of incorporation). At least one tender offer would generally be required to complete a takeover, regardless of the approach taken. A tender offer is an invitation to submit offers to sell shares, and it is made publicly by the bidder to all the target company’s shareholders. The invitation sets out the terms of the proposed acquisition, including the number of shares it wishes to acquire (subject to statutory rules as to the minimum thresholds) and the price. When a shareholder “accepts” the invitation, it is actually offering to sell its shares. A tender offer is therefore not “offering” in strictly legal terms. If the tender offer is successful, ie, when it becomes unconditional, the shares in the target company belonging to shareholders who have placed their subscriptions are delivered to the bidder in return for payment.
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