Saving a merger of transport companies from Lublin
A dispute over fleet valuation blocked a transaction worth 3.8 million PLN for 4 months. We introduced a new settlement model in 11 business days.
Two transport companies from Lublin were at a standstill during the merger process. A dispute over the valuation of 22 tractor units halted the acquisition worth 3.8 million PLN for over a quarter. We stepped in when the parties stopped taking each other's calls.
The challenge
The problem had been growing since November 2023. The Management Board of Trans-Logistyka S.A. questioned the fleet valuation presented by the buyer's appraiser. The difference in expectations was exactly 420,000 PLN, which at a scale of 3.8 million PLN seemed an insurmountable barrier. The conflict moved to a personal level between the owners, generating legal fees exceeding 12,400 PLN per month without visible progress.
The parties argued over the technical condition of DAF and Scania vehicles from the years 2019-2021. Lack of agreement threatened to completely break the merger, which would mean the loss of contracts on the Western direction for both entities. The atmosphere in the boardroom was so thick that the last meeting before our intervention lasted only 8 minutes and ended with one side walking out of the room.
Our approach
We started our work with individual meetings with each of the three main shareholders. We talk specifically about numbers, so we cut emotions from the spreadsheets. We applied Arka Przymierza's original method consisting in separating the valuation of hard assets from the intangible value of the enterprise.
We organized 4 mediation sessions in our office at Jerozolimskie Ave., ensuring full discretion. Instead of further expert opinions, we proposed an 'earn-out' mechanism adapted to transport realities. We focused on the fact that every day of delay costs both companies lost margin from 17 unused routes. We acted quickly, knowing we were saving a transaction on the edge.
The solution
We developed a new transaction settlement model, which both parties accepted in 11 business days. The key element was dividing the disputed amount of 420,000 PLN into tranches dependent on the failure-free operation of the fleet in the next 6 months. This solution shifted the weight from 'valuation of the past' to 'profit from the future'.
We prepared a precise mediation settlement, which was approved by the court, giving it the force of a judgment. We closed the entire documentation process in two working meetings. We close disputes, we open businesses – thanks to this approach, Trans-Logistyka S.A. was able to take operational control of the fleet as early as the second week of April.
Results
The merger was saved from collapse, and the new share structure was entered into the National Court Register without further delays. The parties resumed operational cooperation, avoiding a costly court trial that could have lasted up to 3 years.
Timeline
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March 4, 2024First separate meetings with shareholders in Lublin.
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March 7, 2024Joint analysis of downtime costs and lost benefits.
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March 11, 2024Development of a deferred payment model based on fleet performance.
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March 15, 2024Signing of the final mediation settlement and M&A documents.
"We were ready to go to court and write the merger off as a loss. Arka Przymierza showed us numbers that we hadn't seen before because of emotions. A settlement in 11 days is a result no one expected."