27 September 2022

Sobczyńscy i Partnerzy | FSG Prawo provided comprehensive legal services for the transaction concerning the sale of SmakMAK Group companies (including SmakMAK sp. z o.o. and Fresh Slaw Poland sp. z o.o.) to private equity fund Tar Heel Capital (THC).

Sobczyńscy i Partnerzy | FSG Prawo represented current partners and founders of the companies Maciej and Adam Wozniczak. The legal services of Sobczyńscy i Partnerzy | FSG Prawo included, in particular, conducting legal due diligence of the companies, defining the framework of the transaction, preparing and negotiating transaction documentation, as well as carrying out the process of selling the company.

The execution of the transaction from the sellers’ side was carried out on behalf of Sobczyńscy i Partnerzy | FSG Prawo by the corporate law and transactions team led by attorney Michał Sobczyński (managing partner of the firm) and attorney-at-law Orest Ochocki (co-leader of the corporate law and transactions team).

The execution of the real estate part of the transaction was carried out by the real estate and construction investment law team led by attorney Piotr Pawłowski (partner of the law firm).

Lawyers from other teams of Sobczyńscy i Partnerzy | FSG Prawo also participated in the due diligence of the companies: the litigation team led by attorney Aleksandra Sobczyńska (managing partner of the law firm), the commercial contracts and environment team led by attorney Łukasz Jankowski, and the labor law and HR team led by attorney Katarzyna Gohling.

SmakMAK is a family business founded in 2004 by Adam and Maciej Wozniczak, two connoisseurs and enthusiasts. Today, this manufacturer of ready meals has more than 100 products in its offer, thanks to its presence in the offer of large retail chains, SmakMAK dishes are present on the tables of millions of Poles. The company has its own research and development department, skillfully combines traditional and modern flavors, which allows it to remain flexible to the changing market and enables it to introduce up to a dozen new products a year. The company employs 270 people and has four production facilities with a total area of 11,000 sqm and a modern logistics center.

In 2021, SmakMAK recorded revenue of 141 million zlotys, 16 million zlotys more than in 2020. The company is forecast to continue its excellent growth in the current year, with planned revenues expected to reach a record 180 million zlotys.

The ready meals market in Poland is developing dynamically while being in a relatively early stage of growth. In 2021, the ready-to-eat meals market (excluding frozen products) was worth PLN 2.6 billion, according to a report by PMR. According to forecasts, the value of the Polish ready-to-eat meals market will grow at an average annual rate of 7 percent between 2022 and 2027, and SmakMAK is poised to grow with the THC fund at a double-digit rate.

We had been looking at the market situation for a long time, we knew our value and were looking for optimal solutions to strengthen and realize our potential. Moreover, the market expected us to do so – meeting the expectations of our largest current and potential customers was at stake. The main factors that convinced us to work with a financial investor were the possibility of significantly faster growth and market consolidation, Tar Heel Capital’s support and experience in building the company’s value. Not insignificant is the question of our further influence on development and operations. We are pleased that the current top management group will continue to actively participate in the company’s development plans after the change in ownership structure – says Maciej Woźniczak, CEO of SmakMAK.

The buyer, Tar Heel Capital, is one of Poland’s leading private equity firms. For more than 20 years, it has been helping companies become market leaders and delivering above-average returns to investors. THC specializes in acquisitions, debt financing, equity issues and divestitures of companies in various sectors of the economy.

We are investing in a company that fits well with our investment strategy – both the company and the convenience food market are growing rapidly, and the diversified portfolio of proprietary products responds to market and consumer trends. In addition, SmakMAK has the agility and flexibility to introduce new products and innovations that retail chains expect. Also important to us is the fact that the owners stay on the board, with key managers taking a significant stake. Therefore, we are confident that together we will significantly increase the scale of the business over the next few years – says Jacek Przybył, principal at Tar Heel Capital.

Tar Heel Capital will become the majority shareholder of SmakMAK sp. z o.o., holding 64 percent of the share capital and votes at the shareholders’ meeting, after receiving approval for the transaction from the Office of Competition and Consumer Protection. The sale is planned to be finalized by the end of 2022.