POLAND Trends and Developments Contributed by: Agnieszka Janicka, Krzysztof Hajdamowicz, Tomasz Szekalski and Karol Kulhawik, Clifford Chance LLP
non-EU financial contributions are subject to greater scrutiny. Investors should expect more detailed infor - mation requests and longer review periods for deals falling within the FSR’s scope. Technology and digitisation The technology sector remains a key driver of M&A activity in Poland. The country’s reputation as a regional tech hub has been further strengthened by continued inflows of talent and capital, as well as the expansion of R&D and innovation centres. The integration of digital solutions and the adoption of AI, cloud computing, and cybersecurity measures are now central to value creation in M&A transactions. Digitisation is increasingly shaping deal structures, with buyers focusing on technology synergies, data protection, and IT integration challenges. While the implementation of the NIS2 Directive and various other pieces of EU digital regulation in Poland has been delayed for several months, the process has recently moved forward. This has already raised com - pliance standards, particularly in critical infrastructure and data-heavy sectors, and this process is expect - ed to continue. It has enhanced the attractiveness of well-prepared targets but has also increased the com - plexity and duration of due diligence and post-merger integration. In 2026, successful investors will be those who can navigate both the regulatory landscape and the tech - nological transformation of Polish businesses, lever - aging digital innovation as a source of competitive advantage in the M&A market. Business consolidation Investors and their portfolio companies are expected to keep expanding and integrating their operations throughout 2026. In a highly competitive market and shifting geopolitical landscape, consolidation remains crucial for ensuring resilience and long-term growth. This approach is increasingly visible across sec - tors such as healthcare, food and IT, and is likely to strengthen as companies seek stronger market posi - tions and more sustainable development.
These consolidation efforts will also support investors in completing cross-border acquisitions, speeding up the growth of their business platforms. As merged organisations evolve into solid and comprehensive market players, they are likely to draw heightened attention from investors looking for established and successful operations. This ongoing cycle of expan - sion and acquisition will help maintain a dynamic mar - ket environment in which companies continually adapt to global investor expectations. Exits Similarly to the last years, auction processes have shifted away from broad, highly competitive formats, toward more focused and selective transactions. While the strongest assets continue to attract substantial buyer interest, market volatility has encouraged sellers to limit participation to carefully chosen investors. This narrower approach helps preserve confidentiality and reduces the likelihood of unsuccessful sale attempts, though it often requires longer negotiations and more sophisticated deal structures. Because sale processes are now less transparent and increasingly curated, investors must develop a strong grasp of how these transactions unfold. Success in this environment depends heavily on insights from local legal and M&A advisers, who can help investors interpret market dynamics, address complexities, and make confident, well-informed decisions. This more selective approach is expected to persist through 2026. Investors who can anticipate structural complexities and respond quickly to market move - ments will be best positioned to benefit. As economic conditions gradually improve, more assets are likely to be brought to market, creating new opportunities for strategic acquisitions and consolidation. Availability of debt financing and its impact on M&A transactions In previous years, the M&A market in Poland was clearly dependent on the availability and cost of debt financing. Most importantly, persistently high infla - tion over many months and interest rates rising to levels not seen in Poland for years resulted in limited bank-lending activity, reducing the availability of bank financing. Banks adopted a more cautious approach
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