POLAND Trends and Developments Contributed by: Agnieszka Janicka, Krzysztof Hajdamowicz, Tomasz Szekalski and Karol Kulhawik, Clifford Chance LLP
Clifford Chance ul. Lwowska 19 00-660 Warsaw Poland
Tel: +48 22 627 1177 Fax: +48 22 627 1466 Email: warsaw@cliffordchance.com Web: www.cliffordchance.com
Outlook Despite various challenges, the Polish M&A mar - ket 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. Among other things, the following factors have a posi - tive impact on the present shape of the market. • Consolidation trends: business consolidation is expected to continue across various sectors, driven by competitive pressures and the need for sustainable growth. • Debt financing: easier access to debt financing can positively influence investors’ ability to complete deals and achieve high returns on their invest - ments. • Economic stability and growth: Poland’s economic stability and growth are expected to continue sup - porting the M&A market. The optimistic economic forecasts for 2026 indicate strong potential for M&A activities in the coming months. • EU recovery and resilience facility and the Security Action for Europe (SAFE): Poland has been allowed to benefit from the EU recovery and resilience facil - ity. This is expected to impact positively various sectors in the economy. The EU SAFE instrument is expected to drive positive impact in the defence sector. • Strategic sectors: investors continue to focus on sectors such as clean energy, infrastructure and technology, which are less affected by market fluc - tuations and have strong growth potential.
• Technology and digitisation: Poland’s technology sector is booming, with a strong focus on innova - tion and digitisation reshaping the M&A landscape. This is attracting IT talent and making companies in the software and gaming sectors attractive tar - gets for potential acquisitions. Previously delayed implementation of EU digital legislation is now moving forward, which drives change. However, the market may face the following chal - lenges. • Capital market dynamics: Positive sentiment toward the Warsaw Stock Exchange (the “WSE”) may result in initial public offerings (IPOs) becom - ing an attractive alternative to exits via private sales. • Regulatory challenges: while increased scrutiny in the regulatory framework, particularly under the foreign direct investment (FDI) regime and the EU Foreign Subsidies Regulation (the “FSR”), compli - cates the acquisition process, investors are now more accustomed to these requirements. Poland’s regulatory regime remains relatively friendly to foreign investors. • Valuation discrepancies: the M&A market contin - ues to face challenges due to differing valuations between buyers and sellers, leading to complex deal structures and extended negotiations. How - ever, innovative deal structures such as earn-outs, deferred payments and vendor loans are being used to bridge these gaps.
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