The company created by Janusz Filipiak, who died last year, is to disappear from the Polish stock exchange. The heirs, together with the CVC Capital Partners Fund – which owns the Żabka chain of stores – announced their intention to announce a tender offer for 100 percent of the company's shares.
The shares for which the tender offer is to be announced are ordinary bearer shares representing 34.81 percent of the total number of votes in the company.
Call for sale of shares
Comarch announced in a press release that it concluded a transaction agreement on July 16 with Aspa, as the investor, in connection with the investor’s intention to acquire all existing ordinary shares of the company under the tender offer.
The aim of the transaction is for the bidders to achieve 100% of the total number of votes in the company in order to withdraw its shares from trading on the regulated market and enable its further development as a private company. The entity purchasing the shares is Aspa controlled by CVC Capital Partners Fund IX.
“After making a number of necessary decisions, from closing unprofitable projects through selling unproductive assets to optimizing employment, in order to ensure a significant competitive advantage on international markets, the Filipiak Family has decided to cooperate with CVC Capital Partners,” said CEO Anna Pruska, quoted in a press release.
“Selecting a direction of intensive international development and product standardization will involve significant financial outlays, at the cost of delivering short-term results expected by stock market investors. Hence the decision to withdraw the company from the Warsaw Stock Exchange at a historically high share price,” she added.
Elżbieta Filipiak, Chairwoman of the Supervisory Board, assessed that CVC Capital Partners is the right partner ready to support the further international development of the company.
“The company is facing the challenge of increasingly strong competition in the industry and the need to enter the development path outside Poland. CVC is ready to invest significant capital in the transformation of the company and support its international expansion through our know-how and global network,” he said. Krzysztof Krawczykpartner of CVC Capital Partners.
The Offerors, acting in concert, hold a total of 2,867,277 shares in the company entitling them to a total of 9,860,877 votes, representing a total of 35.25 percent of the share capital and 65.19 percent of the total number of votes in the company.
As stated, if the bidders, after the completion of the tender offer, directly or indirectly control 95 percent or more of the shares, their intention is to conduct a squeeze-out process.
On Tuesday, at the close of the session, Comarch's share price was PLN 286.
Comarch Group
Comarch Group is a global provider of business IT solutions that comprehensively support customer relationships and optimize operational activities and business processes. The company has been listed on the Warsaw Stock Exchange since 1999.
CVC Capital Partners is a private equity firm listed on the Amsterdam Stock Exchange, with a network of 29 offices in Europe, Asia and the United States, managing assets worth approximately EUR 193 billion. The fund has invested in Poland in PKP Energetyka (acquired by PGE in 2023), Żabka and Stock Spirits.
Co-founder and long-time CEO of Comarch SA, Janusz Filipiak, died on December 17, 2023 at the age of 71.
Janusz Filipiak was 71 years oldJanusz Filipiak was 71 years oldNewspix
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