100% Rubicon Partners Corporate Finance S.A. …...Contact details Corporate Presentation 2019...
Transcript of 100% Rubicon Partners Corporate Finance S.A. …...Contact details Corporate Presentation 2019...
Corporate Presentation
2019
Contact details
Rubicon Partners Corporate Finance S.A. Wspólna 70, Park Avenue, 5th floor
00-687 Warsaw, Poland
m. +48 22 209 98 00, f. +48 22 209 98 01
www.rubiconpartners.pl
Rubicon Partners S.A.
Rubicon Partners Corporate Finance S.A.
100%
Rubicon Partners Ventures Sp. z o.o.
100%
R Ventures I Sp. z o.o.
Other Investors
About us
Experience
Team
Why Rubicon Partners
Rubicon Partners is an independent investment banking
boutique, dedicated for both Polish and international
Clients. Our offer covers comprehensive advisory
services in the fields of investment banking and capital
markets
The most important aspects in delivering our diversified
services remain identyfing and responding to specific
needs of our Clients
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Reliable partner in strategic initiatives
1. Investment Banking services (IB):
A. Arrangement of financing (AF)
B. Mergers and Acquisitions (M&A)
2. Corporate Finance (CF) – financial advisory services for corporate clients
3. Authorised Adviser on NewConnect and Catalyst markets (AA)
I. ADVISORY
II. STARTUP INVESTMENTS
Comprehensive services:
Rubicon Partners cooperates with:
– Leading brokerage houses
– Institutional investors – Mutual Funds, Pension Funds, Asset Management companies
– PE and VC funds
– Business angels networks
– Private investors
– Prestigious law firms and certified auditors
Business model based on two complementary elements:
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Arrangement of financing (I/II)
Combining market insight with deep corporate finance knowledge, we develop and manage tailored capital raising solutions to suit our Clients needs; Our expertise ranges from equity and debt capital markets to specialised structured financing solutions, as well as to relationship-based credit and lending
We provide advisory services in capital raising on the stock exchange, including both Initial Public Offering (IPO) and Secondary Public Offering (SPO) Capital raising (IPO, SPO) in the public market
(GPW and NewConnect)
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We provide advisory services in capital raising through private placement, dedicated to institutional investors active on the public market (WSE and NewConnect); We cooperate with Open-End Investment Funds, Open Pension Funds and Asset Management Companies
Private placement to institutional investors (Open-end Funds, Pension Funds, AM)
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Our well-established contacts and unique competences enable us to support Clients in raising equity capital from both strategic and financial investors; We cooperate with Private Equity (PE) and Venture Capital (VC) funds, as well as with closed-end funds
Private placement to private investors (Close-End Investment Funds, VC, PE)
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Advisory
Startup
IB
CF
AA
AF
M&A
Arrangement of financing (II/II)
Our unique expertise, combined with experience in capital markets and close access to broad investor base, significantly increases the chances of securing necessary financing
We assist our Clients in arrangement of debt financing (provided by banks); We have in-depth experience in financing of investment projects, working capital and bridge loans
Debt financing
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Rubicon Partners offers bond issuance advisory for companies to access public (Catalyst) or private market; Our services are dedicated for both individual and institutional investors including funds which invest in corporate bonds
Financing through bond issues on the public (Catalyst) and private market
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Mezzanine financing is a hybrid of debt and equity financing which secures flexibility of the transaction structure and responds to specific needs of both Client and capital provider
Mezzanine
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Advisory
Startup
IB
CF
AA
AF
M&A
Mergers and Acquisitions (M&A)
We provide highly tailored services on all phases of M&A Transactions, from the initial planning stage until the finalisation of the deal, as well as the successful structuring of the new business and post-transaction integration; We focus on processes that are critical for a successful transaction, in order to deliver value and ensure success
We have in-depth experience in the following fields:
We have vast experience in conducting a discrete and well
organized sale process including both sale of an entire company (100% shares) and sale of stake in companies to a strategic or financial investors; Our services cover searching for potential investors (buyers), advisory in price negotiation process (valuation and/or negotiations), offers analysis and effective coordination of the due diligence
Sell-side transaction (sale of an entire company or selected/strategic assets)
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Our buy-side services include target screening and approach, financial modeling and business valuation, advisory in price negotiation process Buy-side transaction (acquisition of an entire
company or selected/strategic assets)
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Rubicon Partners assists in the arrangement of financing during the Leveraged Buy-Out process (LBO) and provides high-quality advice to managers in Management Buy-Out transactions (acquisition of the company by its management with debt financing)
Leveraged/Management Buyouts
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Advisory
Startup
IB
CF
AA
AF
M&A
Investment banking services
The role of Rubicon Partners in capital raising process depends on specific corporate and industry requirements
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Advisory
Startup
IB
CF
AA
AF
M&A
PREPARATION OF THE COMPANY
BEFORE TRANSACTION
PREPARATION OF THE
TRANSACTION PROCESS
CLOSING OF THE TRANSACTION
Comprehensive analysis of the Company
Preparation of a financial model and cooperation in determining the value of the offered financial instruments (valuation)
Determining possible structures and parameters of the transaction (including the tax optimization)
Consulting in choice of the entities involved in the offer (brokerage houses, law firms, auditora - if required)
Cooperation in preparing analytical materials (prospectus, offering memorandum, informative documents, terms of issue, presentations, reports etc.)
The consulting and supporting the capital market in proceedings before institutions (KNF, GPW, KDPW)
Identifying potential investors and coordination of contacts and information flow
Supervision and coordination of all of the Company’s and its advisors’ activities connected to the offer
Providing ongoing advisory in case of any unexpected situation that may influence the course of the transaction
SELL SIDE BUY SIDE
Transactions on the public market (WSE, NC, Catalyst) Private placement
In-depth analysis of the company including its strategy, businessplan and financial performance
Preparation of a financial model and valuation
Preparation/verification of the relevant investment materials
Identification of the potential investors
Market analysis and identification of potential acquisition targets
Verification and analysis of materials about the target
Consultancy in the process of determining the purchase price
Comprehensive organization of the process, coordinating contacts, and organization of information flow
Determining the optimal structure of the transaction (including tax optimization)
Arranging meetings of transaction sides, negotiations of the initial transaction terms
Assistance in arrangement of financing (if necessary)
Coordination of the comprehensive analysis of the company (due diligence) - if required
Negotiations of final transaction contracts
Assistance in preparation of transaction documents, including contracts
Supervision over the transaction closing and settlement of payments
Corporate finance services
Rubicon Partners offers complex services in the following fields:
Company’s effectiveness analysis
Restructuring
Investment projects evaluation
Strategic and operating model assessment and improvement
The process of restructuration requires professional experience and approach customized to specific industry and company. Rubicon Partners assists in effective restructuring processes by providing objective and competent assessment of current business and implemented strategy effectiveness
Financial advisory for companies Business analysis and valuations
Rubicon Partners conduct analysis including:
Feasibility studies
Financial modelling
Risk assessment
Business valuations (including fairness opinion)
Recommendations of optimal financing structure
We have extensive experience in advisory, especially in restructuring and development processes
We have necessary resources to provide services which supplement our core business (financial advisory for companies, business analysis and valuations)
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Advisory
Startup
IB
CF
AA
AF
M&A
Authorised adviser on NewConnect and Catalyst
Rubicon Partners acts as an Authorised Adviser of the NewConnect1 (stock market) and Catalyst2 (bond market) Alternative Trading Systems (ATS) organized by the Warsaw Stock Exchange (WSE)
Awards and Recognitions
For the greatest quantitative and qualitative contribution to development of the NewConnect market in 2012
WSE awards for the highest value of IPO on NewConnect market in 2011 and 2013
The titles of second-best Authorized Adviser in 2012 (Grant Thorton) and 2013 (Forbes)
Comprehensive analyses of customer needs, market conditions and selection of optimal financial structure and its conditions
If the most efficient way to raise capital is IPO in ATS, Rubicon Partners advises on the process and after it is completed
o Business and legal analysis of the company and preparation of required documentation (e.g. Information Document)
o Representation of the company in contacts with Polish Financial Supervision Authority (KNF), National Depository of Securities (KDPW) and Warsaw Stock Exchange (GPW)
o Assistance in exercising obligations to provide information and the interpretation of legal texts
1 NewConnect – alternative market operated by the WSE and dedicated for young and innovative firms from technology industries 2 Catalyst – bond market operating on transaction platforms of the WSE
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Advisory
Startup
IB
CF
AA
AF
M&A
Startup investments
Investments in companies at the seed/VC stage are one of the pillars of Our Company. We provide the specific expertise needed to rapidly scale businesses, exponentially increasing a startups probability of success
We are looking for interesting investment opportunities; We diligently analyze all of the risk factors connected with specific industries and projects
We are supporting innovative startups from ideas to market success, with focus on value adding activities. Our activities in these fields covers:
o Arrangement of financing (own investments, co-investments with seed/VC funds or private/strategic investors)
o Optimization of financial sources (arrangement of debt/mezzanine financing)
o Transaction structuring
o Supporting organic growth (members of our team act as financial directors or members of the supervisory boards in the startup companies)
o Improvement of operational effectiveness (active participation in forecasting, cost optimization, projects assessment etc.)
o Preparing the business for sale (sale to financial or strategic investor, IPO on NewConnect or WSE Main Market)
Rubicon Partners prepared, financed and developed projects in CEE, CIS and MEA regions
Our investments are realized in cooperation with market and industry experts, scientific organizations, global and local entrepreneurs, as well as with co-investors
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Advisory
Startup
IB
CF
AA
AF
M&A
About us
Experience
Team
Why Rubicon Partners
We successfully conducted 91 transactions with market
value of PLN 3.1 billion
We gained trust of our Clients — our business relations
evolved into a long-term cooperation built on solid
foundations resulting from our professionalism, high
ethical standards and transparent business policies
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Selected transactions (I/V)
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Selected transactions (II/V)
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Selected transactions (III/V)
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Selected transactions (IV/V)
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Selected transactions (V/V)
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Case Study: Arrangement of financing – Avia Solutions Group and AviaAM Leasing (IPO’s)
Financial adviser in cross-border IPO for the Lithuanian holding company offering services for aviation industry
Verification of financial models and valuations of the companies, preparation of investment materials Optimal transaction structuring Advisory and assistance in proceedings with Polish capital market institutions (KNF, GPW, KDPW)
Issuer Avia Solutions Group AB Core business Aviation related services Date of debut 3/03/2011
Market GPW Type of offer Initial Public Offering (IPO)
Offer shares (all new shares)
1 473 333 (25% of post - IPO share capital)
Opening price +2.5%
Transaction value PLN 76 613 316
Use of proceeds Expansion of ground handling &
MRO services
Transaction details
AviaAM Leasing AB Aircraft lease
28/06/2013
GPW Initial Public Offering (IPO)
13 857 790 (32% of post – IPO share capital)
+3.6%
PLN 112 150 032 The acquisition of aircrafts
to lease them
The professional approach and high quality of services resulted in further cooperation with Avia Solutions Group – Rubicon Partners served as financial adviser in the next IPO conducted by the company from the ASG – AviaAM Leasing
First company from Lithuania listed on the Warsaw Stock Exchange
72,6% oversubscription in the retail tranche
First aircraft leasing company listed on Warsaw Stock Exchange
The largest IPO of a foreign company on the Warsaw Stock Exchange in 2013
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Case Study: M&A – Robinson/Madrox
Company Madrox S.A. (Poland)
Core business Production of plastic packaging
Type of transaction Acquisition of 100% of shares by
strategic investor
Date June 2014 Transaction value PLN 77 822 000
Acquiring company Robinson Plc
(Great Britain)
Buy-side adviser in cross-border M&A transaction conducted by international manufacturer of plastic packaging
Transaction details
Comprehensive market analysis and identification of potential acquisition targets Deal structuring and negotiation support
Manufacturer of high-margin and high-end plastic packaging
Presence on Polish and European market
Major international customers
Platform for further consolidation of the CEE market by strategic investor
Understanding customer needs, proper alignment of services and effective execution of the transaction resulted in beneficial business relationship and further cooperation with Robinson PLC
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Case Study: Restructuring – Gino Rossi
VIII 2009 XII 2009 XII 2010 V 2011
Critical situation Distressed issue of shares Restructuring
Effects of financial
restructuring
Effects
of operational
restructuring
Sale to the
strategic investor
H1 2009 Loss = PLN 6m
Interest bearing debt = PLN 64.7m
Capital increase of PLN 27.3m, partially Rubicon Partners’ own
investment
New, experienced management team,
recommended by Rubicon Partners
Elimination of unprofitable brands, subsidiaries
and outlets, clearance of stock; significant
reduction of back-office activities; optimization
of sales and supply chain management
Debt reduced by
PLN 14m, financial
liquidity at PLN
12m, estimated
EBITDA margin
in 2010 at 9.4% vs.
-8.3% in 2009
Initiation of cooperation with
Rubicon Partners
Significant
improvement
of financial results:
EBITDA - PLN 20m
in 2010, EBITDA
margin 11.4%, net
profit PLN 6m vs.
net loss PLN 25m
in 2009
Sale of Rubicon
Partners’ stake
in the company to
a strategic investor;
return on
investment 180%
Gino Rossi is one of the most valuable Polish brands operating in the footwear sector, producing and selling top quality shoed and accessories. The Company was named after one of the six founders, the Italian manufacturer – signor Gino Rossi
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Experience: NewConnect project’s
* Date of IPO
2008-2010*
2011*
2012-2013*
2014-2015*
Authorised Adviser on NewConnect market since 2008, awarded by GPW in 2011, 2012 and 2013
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Experience: Rubicon Partners Ventures Portfolio
Rubicon Partners Ventures & R Ventures I (fund managed by Rubicon Partners Ventures) current portfolio
Company Country Sector
Synthex Technologies
Poland LifeScience/ Chemistry
Fresh Inset Poland LifeScience/
Agro
DermoTech Beauty
Poland LifeScience/
Dermocosmetics
Noctiluca Poland LifeScience/
Optoelectronics
Company Country Sector
CTE Poland, Kazachstan Mining
Tuatara Poland,
Netherlands,Oman IT services
RETIXA Poland Big data
MG Group Poland Telemedicine/
ICT
MediBox Poland Telemedicine/ ICT/Hardware
VetXpert Poland Televeterinary/
ICT
VX Livestock Poland Televeterinary/ ICT/Hardware
PricingTags Poland Analitics/
RetailTech
Boomerun (BandWarrior)
Poland SportTech/Device
driven services
Podioom Poland SportTech/ICT
In our investment approach we are strongly focused on building
sustainable value. We are interested in realization of projects with:
Strong and experienced team
Innovative and scalable business model
Attractive growth strategy with safe and potentially high returns
Possibility to diversify the risk through co-operation with co-
investors
Possibility to create added value through co-operation with Rubicon
Partners (including implementation of the project finance and
operational structures etc.)
Potential to create a firm which will be in the future interesting
target for strategic investors
Case Study: start-up investment – DTP S.A.
III 2011 XII 2011 II-IV 2013 IV 2013
Rubicon
Partners’
investment
Debut on
NewConnect
Exit from
investment
Introduction of
new series of
shares to NC
PLN 20m recapitalization,
with partly participation of
Rubicon Partners. Rubicon acted as financial adviser to the Company
Debut on the
NewConnect,
opening price
+78%.
Rubicon
Partners acted
as Authorised
Adviser
Rubicon
Partners exits
from the
company –
realization
of 150% rate
of return
Introduction
of shares (C
series) with the
nominal value of
PLN 47m to the
NewConnect
market.
Rubicon
Partners acted
as Authorized
Adviser
The role of Rubicon Partners: own investment, attracting financial investors, introducing to NewConnect, exit from investment, arrangement of debt financing (bond issue along with introduction to Catalyst), providing ongoing corporate finance advisory and attracting strategic investors to the Polish leading debt collection fund which manages and deals with mass debts
IX 2013
Introduction of
bond to Catalyst
Introduction of
bonds (C series)
with the nominal
value of PLN
11m to the
Catalyst market.
Rubicon
Partners acted
as Authorized
Adviser
VII 2014
Bond issuance
Issuance of bonds
with the nominal
value of PLN
20m. Rubicon
Partners acted
as Authorized
Adviser
and financial
adviser
III 2014
Move to the
WSE main
market
Moving trading
from the
NewConnect
to WSE’s Main
Market
Comprehensive approach to the project planning and execution by Rubicon Partners – startup investment combined with comprehensive advisory services (investment banking services such as capital raising and M&A, corporate finance advisory, and assistance of Authorised Adviser on NewConnect and Catalyst)
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IV 2016
Sale to the
strategic
investor
Sales of shares to
a strategic
investor, deal
value over PLN
175 m, Rubicon
Partners acted
as financial
adviser
Case Study: start-up investment – CTE S.A.
III 2013 X 2013 II 2015 VI 2015
Preparation of the project
with Rubicon Partners
The first round of financing
The second round of financing
Debut on
NewConnect
Initiation of cooperation
with Rubicon Partners
Capital increase of PLN 3m, partly
own investment of Rubicon Partners.
Additional debt financing with nominal value
of PLN 1m. Rubicon Partners acted as financial
adviser to the Company
Establishment of the company Cenospheres
Trade & Engineering S.A. in Poland and Kazsphere TOO in
Kazakhstan
Capital increase of
PLN 3m– pre-IPO
on NewConnect,
Rubicon Partners
acted as
Authorized Adviser
Debut on
NewConnect
market, Rubicon
Partners acted as
Authorized Adviser
Own investment, attracting financial investors, raising of debt capital, introducing to NewConnect, providing ongoing corporate finance advisory for Cenospheres Trade & Engineering S.A. (searching, extracting, drying and selling of microsphere – lightweight, fire-proof sphere used as filler in materials and composites production)
Comprehensive approach to the project planning and execution by Rubicon Partners
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IX 2016
Taking up
optimization and
restructuring
activities
IV 2018
The third round of financing
Capital increase of
PLN 4.2 million
along with debt
restructuring,
Rubicon Partners
financial advisor to
the Company
Staff replacment, Rubicon operational
involvment
Optimization of costs ans sales –
achieving 100% of production capacity with a decrease in operating costs, achieving BEP
Case Study: start-up investment – Tuatara sp. z o.o. and RETIXA S.A.
XI 2014 III 2015
VI 2015
Preparation of the
project with Rubicon
Partners
The first round of financing
The first round of financing in RETIXA
Initiation of co-operation with Rubicon Partners
Capital increase of PLN 1.5m,
Rubicon Partners acted as an adviser
to the Company Establishment of Tuatara sp. z o.o.
Establishment of the company RETIXA S.A.
dedicated for IT products -
BigData and analytics.
Capital increase in
RETIXA of PLN 5.5m – part of the investment from Rubicon Partners.
Rubicon Partners
acted as an adviser to the Company
Investment, acquisition of investors, creation of a spin-off (a subsidiary) along with acquisition of investors for this company, sale of shares of financial investors, partial exit from the investment and continuous corporate finance consulting to Tuatara sp. z o.o. (a service company involved in IT projects realization) and RETIXA S.A. (a subsidiary of a product company dedicated to the BigData/Analytics products) – an example of comprehensive approach to the realization of the investment project by Rubicon Partners
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IV-X 2016
The second round of financing
Capital increase in Tuatara of PLN 20m, Rubicon
Partners acted as an adviser to the
Company
IX 2017
The second round of financing in RETIXA
Partial buy-out of the investors and capital increase in Retixa –
total transaction value of PLN 5.5m, Rubicon acted as an
adviser
I-X 2018
Partial exit from the investment
Partial exit of
Rubicon Partners –
high rate of return
on the investment
IX 2017-X 2018
The third round of financing in RETIXA
Capital increase of PLN 5.5m,
Rubicon Partners acted as an
adviser to the Company
About us
Experience
Team
Why Rubicon Partners
One of the largest and most experienced corporate
finance teams among Polish investment boutiques
Market experts providing an integrated approach to
help prepare companies for their next phase of growth
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Team – key members
Vice President of Rubicon Partners CF
Graduated from University of Gdańsk, International Finance and Banking as well as Accounting and Finance
Specialized in VC investments (including seed and startup) as well as in M&A transactions and funds acquisitions
Paweł Skórka Marcin Prokopiuk
Graduated from Warsaw School of Economics (finance and accounting)
Specialized in M&A transactions and funds acquisitions
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Graduated from Warsaw School of Economics
Specialized in M&A and private capital market transactions including private equity; with extensive experience in restructuring and investment management
Elżbieta Kujawa Michał Chabowski Krzysztof Czaplicki
Graduated from Warsaw School of Economics (corporate finance and investment banking)
Specialized in M&A, IPOs, corporate finance, VC (including seed and startup) and financial modelling
Graduated from UWM (Biotechnology) and Warsaw School of Economics
Specialized in technology companies evaluation, and VC (including seed and startup)
Member of the Mgmt Board of RP Ventures CEO of R Ventures I
Rubicon Partners Ventures Fund Manager
Partner, Member of the Management Board of Rubicon Partners, CEO of RP CF and RP Ventures
Graduated from Maria Curie-Skłodowska University in Lublin, Master of Law, PhD in Economics, Licensed Securities Broker
Specialized in public offerings, private placement transactions, valuation and investment projects
Grzegorz Golec Piotr Karmelita Grzegorz Kubica
Graduated from Poznan University of Economics
Specialized in public offerings, private placement and M&A transactions, evaluation of investment projects and financial restructuring
Graduated from University of Economics in Katowice, Department of Management
Specialized in M&A, Investor Relations and preparation of public offerings
In Rubicon Partners responsible for sale
Partner, Member of the Management Board of Rubicon Partners and Rubicon Partners CF
Partner, Sales Manager
Stanisław Kozik
Graduated from Warsaw School of Economics
Specializes in M&A and other Corporate Finance related projects
Broad business contacts and international experience
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Rubicon Partners is one of the members of “PANGEA” – a global network of corporate finance and M&A advisers. Currently, the network is comprised of several affiliated companies operating through 60 offices in 10 strategic locations worldwide. Thanks to this alliance, Rubicon Partners is able to provide the access to international investors and investment targets for its Clients.
About us
Experience
Team
Why Rubicon Partners We facilitate the implementation of strategic projects
Customized approach to every Client and every
transaction – we look for innovative, unconventional
solutions and our services are always tailor-made
We provide services using all available capital markets
instruments
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Rubicon Partners
Rubicon Partners is an independent investment banking boutique dedicated for Polish and international Clients
Partner for both experienced and new entrepreneurs, as well as for financial and strategic investors
Supporting innovative startups from ideas to market success, with focus on value adding activities
Building long-term, mutually beneficial business relationships
Understanding capital markets and their participants
Ability to create and execute transactions
Well-respected finance group, Authorised Adviser on NewConnect and Catalyst markets, frequently recognised
and awarded by Warsaw Stock Exchange, as well as in independent rankings
One of the largest and most experienced corporate finance teams among Polish investment boutiques – determined team with entrepreneurial approach, executing successful projects for nearly 20 years
Extensive network of contacts and comprehensive experience in investing in the Central and Eastern Europe (CEE), Commonwealth of Independent States (CIS) and Middle East and African (MEA) regions
91 transactions with a market value of PLN 3.1 bn closed since 2008
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