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Deal Maker of the Year Awards 2012 WINNER - POLAND


DEAL: The consolidation agreement between Zaklady Azotowe “Pulawy” and Zaklady Azotowe w Tarnowie Moscicach


NAME: Lejb Fogelman COMPANY: Greenberg Traurig POSITION: Senior Partner ADDRESS: ul. Książęca 4, 00-498 Warsaw, Poland TEL: +48 22 690 6110 EMAIL: fogelmanl@gtlaw.com


BIO:


Lejb Fogelman is a senior partner at Greenberg Traurig He graduated from Harvard Law School (J.D.) in 1981. He focuses on international business transactions, including private equity, privatization, corporate reorganizations, joint ventures, financings, public offerings, and mergers and acquisitions. He took part in the largest and the most important privatizations in Poland, including the privatization of the largest Polish mining enterprise, Poland’s telecom operator, and several large Polish banks. Mr. Fogelman closely co-operates with Polish government, advising on financings, public offerings, restructuring and regulatory issues. He also represented several leading multinational corporations in acquisitions of Polish companies, in the sectors mentioned above as well as pharmaceuticals, food and beverage, retail, construction, energy, health and chemicals. Some of the major transactions led by Mr. Fogelman include representing major Polish oil industry corporation in an agreement with a Canadian shale gas corporation for cooperation in exploration and production of shale gas in Poland and the US; representing several international banks during their mergers with Polish banks; representing IVAX Corporation in the acquisition of shares in Kutnowskie Zakłady Farmaceutyczne Polfa Kutno S.A., followed by the merger of IVAX Corporation with Teva Pharmaceutical Industries; as well as advising and negotiating on behalf of Lockheed Martin on its USD 3.5 bn sale and financing of 48 F 16 multi-role combat jets to the Polish Government and the related USD 6 bn offset contract. Mr. Fogelman is a leading lawyer in M&A transactions according to IFLR 1000, and Senior Statesman in Corporate and M&A transactions according to Chambers Global. He is also a co-author of “Mergers and Acquisitions in the New European Community” published in 1990.


DEAL OVERVIEW:


I led the team of Greenberg Traurig which successfully represented Zakłady Azotowe "Pulawy" S.A (ZAP), a leader in the Polish fertilizer sector, in connection with a defense against a hostile tender offer announced by Synthos, Europe’s leading manufacturer of emulsion rubbers. Once the hostile tender failed, our team started to advise ZAP with respect to its consolidation agreement with Zakłady Azotowe w Tarnowie-Mościcach S.A. (ZAT). The consolidation resulted in the creation of the largest chemical group in Poland and one of the largest in Europe, with a market capitalization in excess of $1.5 billion.


I believe that the M&A market which has been quite robust in Poland will continue this trend for years to come.


At the time when ZAP defended itself against the hostile offer from Synthos, ZAT became a target of another hostile tender offer from Acron, a company controlled by Russian


shareholders. ZAT decided to defend itself by making a friendly tender for ZAP with a view to a consolidation of both companies into a group that would be able to defend itself from the hostile attempts in the future. The new group would enjoy the synergies of consolidation, the economies of scale and have sufficient resources to defend itself from potential hostile takeover attempts. The consolidated group will be a major player not only in fertilizers and chemicals but also in the energy sector.


Polish economy is one of the elite group that has not yet suffered from recession which plagued most of the European countries in recent years. I believe that the M&A market which has been quite robust in Poland will continue this trend for years to come. The numerous consolidations of financial institutions will continue apace as will a very lively private equity focus on the emerging and growing Polish companies in a wide range of sectors ranging from consumer products,


retail, real estate,


telecommunication, health care and logistics to name few. My colleagues and I have advised on a majority of the significant transactions that took place in recent years including the largest privatizations, IPOs, leveraged buy outs, real estate transactions and dispute resolutions. I believe that the portfolio of mandates we have already secured for the next year augurs well for the future.


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