On April 29, 2022, CEE Legal Matters reported that PwC Legal had advised Benefit Systems on its acquisition of 75% of the shares and agreement on the optional acquisition of 25% of shares in Lunching.pl. CEE In-House Matters spoke with Iwona Rykaczewska-Kuderska, Head of Legal at Benefit Systems, to learn more about the acquisition.
CEEIHM: To start, please introduce us to Benefit Systems.
Kuderska: Benefit Systems has been operating in the Polish market for over two decades and is one of the leaders in providing non-pay benefits that support the well-being of employees. The company is the creator of the MultiSport Programme, which allows its members to take up physical activity in sports facilities throughout the country.
The Benefit Systems portfolio also includes the MyBenefit cafeteria platform with the MyBenefit Active gamification module as well as the MultiLife wellbeing program that meets the needs related to the healthy and active lifestyle of employees. For several years now, the company's sports offer has been developed in foreign markets, including the Czech Republic, Slovakia, Bulgaria, Croatia, and Turkey. An important area of Benefit Systems activities is promoting an active lifestyle across all life stages, which is why the company implements initiatives supporting the physical activity of children, adults, and seniors. Since 2018, Benefit Systems has been part of the global B Corp initiative that brings together companies involved in solving the most important social problems.
CEEIHM: As reported by CEELM, you were recently advised on the acquisition of 75% of the shares in Lunching.pl. What made this target particularly appealing for you?
Kuderska: The new project has expanded Benefit Systems’ offering in the growing non-pay benefit market segment of meal subsidies and supports healthy eating habits among employees. Lunching.pl is a solution designed to facilitate the organization of meals for teams by employers in a financing model of their choice. Research shows that more than half of all employees in Poland expect meal allowances and that regular meals increase employee productivity by as much as 25%. In line with the strategy pursued by Benefit Systems, our range will comprehensively support the three pillars of a conscious healthy lifestyle: physical fitness, mental fitness, and proper nutrition. Having invested in the mindfulness app Focusly,
Benefit Systems is now focused on the third pillar, which is employee diet. People who eat healthily and are physically active take 27% fewer days of sick leave on average than people who lead unhealthy lifestyles. We also know from research that more than half of employees in Poland expect their employers to subsidize meals at work.
CEEIHM: And what are the plans going forward, post-acquisition?
Kuderska: Benefit Systems has invested in Lunching.pl because this intuitive, technologically-advanced platform and application has the distinct advantage of being scalable to meet future needs. Benefit Systems considers the investment as having great potential. The Lunching.pl technology solutions will augment our range of high-quality employee well-being services in the growing healthy eating and subsidized meal segment. Benefit Systems will use the relevant knowledge and experience in building and expanding the diet and healthy eating range of the MultiLife program.
Also, the Company plans to roll out its network of partner restaurants to make the program range even more attractive in new cities and regions in Poland and to step up marketing and sales efforts targeting employers.
CEEIHM: What was the most complex aspect of this acquisition from a legal perspective?
Kuderska: One of the main challenges we faced when working on this deal was the need to prepare the transaction and handle negotiations with the founders remaining in the company and managing Lunching.pl together with the investor. Therefore, in this deal, the in-house legal, IT and sales teams worked together with the founders from the very beginning of negotiations. There was a need to work on all partnership agreements and on details regarding technical and IT aspects. Lunching.pl is a technologically-advanced platform and application.
From the legal point of view, the transaction largely focused on the acquisition of intellectual property rights to Lunching.pl platform and its appropriate scaling in the coming years.
CEEIHM: Last but not least, why did you choose PwC to advise you on this deal?
Kuderska: PwC Legal is a law firm that provides very experienced M&A professionals. Benefit Systems appreciates the high-quality transaction documentation as well as their pragmatic approach to negotiations. They were also helpful when we asked for their opinions on other deal-related agreements.
PwC Legal assisted Benefit Systems S.A. and the in-house legal team led by myself and also by legal advisors Weronika Czyzyk-Wegrzyn and Natalia Furtas, with the preparation of transaction documents and during negotiations. There was a good division of work between us.