WKB Lawyers advised Pollena-Aroma on the acquisition of Carotex Koncentraty Tatrzański Sp. k.
WKB Lawyers had the pleasure of advising Fabryka Substancji Zapachowych Pollena-Aroma – a company belonging to the international Turpaz Industries Group – on the acquisition of Carotex Koncentraty Tatrzański Spółka Komandytowa, one of Poland’s leading producers of natural concentrates and aromatic ingredients used in the FMCG industry. The transaction covered both Carotex’s assets and all administrative and legal permits required to operate in the highly regulated FMCG sector.
WKB provided comprehensive legal support at every stage of the process – from conducting due diligence, through the development and implementation of appropriate corporate mechanisms supporting the transaction structure and regulating the principles of continued corporate and business cooperation between the founders of Carotex and Pollena-Aroma, to negotiating and preparing the full set of transaction documentation.
The transaction value was PLN 87.2 million, subject to separate arrangements regarding the put and call options granted to the founders of Carotex in respect of the 22% shares of Pollena-Aroma issued as part of the transaction. The option exercise price is based on Pollena’s EBITDA from the transaction date until the option exercise date.
The transaction team was led by Jakub Jędrzejak, with key members including Sebastian Woźniak, Michał Nowodworski and Karolina Kalinowska. Regulatory matters were handled by Piotr Popielarski, and tax support (including administrative and tax issues) was provided by Jerzy Litwinow. Employment matters were handled by Agata Miętek and Włodzimierz Kapłon, while Bartosz Łaski and Magdalena Molczyk covered the real estate aspects of the transaction.
Pollena-Aroma is a well-established manufacturer of fragrance compositions, flavours, and essential oils, with a strong presence in the European market. The company is part of the Turpaz Industries Group – a fast-growing global player in the fragrance chemicals sector, listed on the Tel Aviv Stock Exchange, operating across four continents and delivering innovative scent solutions for the cosmetics, food, and household care industries.
Carotex Koncentraty Tatrzański is a renowned brand with a long-standing presence on both the Polish and international markets, specialising in the production of high-quality natural extracts, concentrates, and functional additives. The company supplies leading food manufacturers in Poland and exports its products to dozens of countries worldwide.