CMS advised Poland’s Zakłady Farmaceutyczne Polpharma S.A. (Polpharma), the largest Polish pharmaceutical manufacturer, on its acquisition of BIOFARM S.A., one of Romania’s longest-established pharmaceutical companies and a listed issuer on the Bucharest Stock Exchange.
The acquisition was implemented through a voluntary takeover bid at a price of RON 1.3790 per share. Approved by the Romanian Financial Supervisory Authority, the transaction had a total value of approximately RON 1.36bn (EUR 270m).
The takeover stemmed from an implementation agreement signed on 6 May 2026 between Polpharma, Longshield Investment Group and Lion Capital. Under the agreement, Longshield Investment Group and Lion Capital, together holding approximately 88.4% of Biofarm’s share capital, committed to tender their shares into the offer.
At approximately EUR 270m, the acquisition represents one of the most significant public M&A transactions on the Romanian capital markets in recent years and one of the largest in Romania’s pharmaceutical sector.
Agnieszka Deeg-Tyburska, Member of the Management Board of Polpharma, said: “This transaction was an important strategic priority for the Polpharma Group and a significant step in expanding our footprint in the region. CMS combined deep local expertise with seamless cross-border coordination, helping us navigate a complex and highly regulated process successfully. We greatly appreciated their support throughout the project.”
The transaction was delivered by a highly integrated, cross-disciplinary CMS team, whose close cross-office and cross-practice collaboration was instrumental to its success. CMS advised Polpharma throughout all stages of the deal, including the implementation agreement, regulatory approvals, W&I insurance and the voluntary takeover bid process.
Helen Rodwell, Partner and Head of the Corporate and M&A practice at CMS Prague, commented: “We are delighted to have supported Polpharma on this landmark transaction. The acquisition of Biofarm represents a significant strategic investment in the Romanian pharmaceutical market and highlights the continued attractiveness of the CEE region. The matter required seamless coordination across multiple jurisdictions and practice areas, and we are grateful to Polpharma for the trust they placed in the CMS team throughout the process.”
Rodica Manea, CMS Bucharest Corporate Partner, comments: “We would like to congratulate Polpharma and Biofarm on this transaction, which represents a strategic milestone for both companies. We are confident that Polpharma’s investment will further strengthen Biofarm’s position as a leading pharmaceutical company in the region. The transaction’s successful completion reflects the strength of our cross-practice, cross-border collaboration and our ability to deliver on complex, multi-jurisdictional transactions.”
Cristina Reichmann, Partner and Head of Capital Markets, FIS, and Structured Finance at CMS Bucharest, comments: “We are delighted to have supported Polpharma on its successful voluntary takeover bid for Biofarm. This deal underscores the growing attractiveness of the Romanian market to international investors, and we are proud to have supported Polpharma’s strategic expansion in the region.”
Overall project coordination was led by Helen Rodwell (Corporate/M&A), with Frances Gerrard (Corporate/M&A) playing a key role in leading the transaction workstreams.
CMS advice on the Romanian aspects of the transaction was led by Rodica Manea (Corporate/M&A), with Rares Crismaru (Corporate) playing an instrumental role throughout the project. Capital markets assistance was led by Cristina Reichmann (Capital Markets) and supported by Mircea Ciuta (Banking & Finance), while regulatory approvals were handled by Claudia Nagy (Corporate), and real estate aspects of the transaction were led by Aura Georgiana Marina (Real Estate), under the supervision of Roxana Frățilă (Real Estate).