Private M&A in Poland: A Guide for International Investors

Poland's Private M&A Market

Poland combines the scale of a major European economy with a large and diverse private enterprise base.

According to the Polish Agency for Enterprise Development (PARP), Poland had approximately 2.37 million active non-financial enterprises in 2024, with SMEs accounting for 99.8% of all businesses. While this population includes a very large number of micro-enterprises, it also creates a substantial universe of established small and medium-sized companies operating across manufacturing, business services, distribution, technology, logistics and other sectors.

For international investors, this matters because the Polish acquisition market extends well beyond the companies appearing in organised auctions or formal sale processes.

A significant part of the corporate landscape consists of businesses built by individual entrepreneurs, families and management teams over many years. Some may eventually become acquisition candidates without ever being broadly marketed for sale.

Understanding this part of the market requires a different approach from simply monitoring announced transactions.

An Established M&A Market Within CEE

Poland already represents a substantial share of M&A activity in Central & Eastern Europe.

Navigator Capital and FORDATA recorded 330 M&A transactions in Poland during 2025, compared with 348 in 2024.

PwC's 2026 outlook provides another indication of Poland's regional importance: according to its analysis, Poland accounted for approximately 40% of CEE transaction volume and almost 50% of total transaction value in 2025.

These figures should not, however, be interpreted as meaning that the entire Polish corporate market is readily accessible to buyers.

Recorded M&A activity captures completed and disclosed transactions. The potential acquisition universe is broader.

For an investor pursuing a specific industry, financial profile or strategic capability, the relevant question is therefore not simply: “Which Polish companies are currently for sale?”

Which Polish companies fit our investment thesis — and which owners may be prepared to consider the right transaction?

That distinction is fundamental to private-market origination.

Why Off-Market Origination Matters

A formally marketed transaction begins with a seller who has already decided to explore a sale.

Off-market origination begins from the opposite direction.

The investor defines what it wants to acquire and then maps the market to identify businesses matching those criteria — irrespective of whether those companies have publicly indicated an intention to sell.

Typical criteria might include:

• industry and subsector
• revenue and EBITDA range
• business model
• geographic exposure
• customer profile
• recurring or contracted revenue
• export activity
• ownership structure
• strategic capabilities
• acquisition size
• required level of control

This can substantially expand the potential target universe.

It also changes the nature of the first conversation.

An owner who has appointed an M&A adviser to sell a company is already participating in a transaction process. An owner approached directly may never previously have considered selling the business.

The initial objective is therefore not necessarily to negotiate a transaction. It is to establish whether there is sufficient strategic and shareholder alignment to justify a conversation.

Founder-Owned Businesses Require a Different Approach

This distinction becomes particularly important when dealing with founder-led and privately owned companies.

For an institutional investor, an acquisition can be analysed through valuation, returns, financing, strategic fit and execution risk.

For the owner, those factors may be only part of the decision.

A company may represent decades of work. The founder's identity may be closely connected with the business. Employees may have worked with the owner for many years. Customers and suppliers may be based on longstanding personal relationships.

Consequently, an owner's considerations can include valuation, but also continuity of the business, employees, brand, management, future growth and the owner's role after the transaction.

This is one reason why direct owner conversations matter.

An acquisition proposition that appears financially attractive but ignores the owner's broader objectives may fail before a formal process ever begins.

Conversely, an investor whose strategic plans align with those objectives may be able to initiate a dialogue even when the company was not previously available for sale.

International Capital Is Already an Important Part of the Polish Economy

Foreign investment is not new to Poland.

OECD data show that inward foreign direct investment stock represented approximately 40% of Polish GDP in 2023. The OECD also highlights the important role foreign-owned companies play in Poland's manufacturing economy.

For an international acquirer, Poland therefore offers both a substantial domestic business environment and integration with wider European investment and supply chains.

But buying an established private business is different from establishing a greenfield operation.

The investor is acquiring not only corporate assets, contracts and financial performance, but also an existing organisation, relationships and operating history.

That makes local execution particularly important.

What International Buyers Should Expect

There is no single standard process for acquiring a privately held Polish company.

A competitive auction run by an adviser may look familiar to an international private equity or corporate buyer.

A proprietary transaction with a founder-owned business can develop very differently.

The early stages may involve considerably more relationship building before detailed information becomes available.

International buyers should therefore be prepared for several characteristics of private transactions.

1. Information may initially be limited

An owner who has not prepared the company for sale may not have a data room, vendor due diligence or an information memorandum.

The initial investment assessment may therefore develop progressively.

2. Shareholder objectives matter

Understanding why an owner might consider a transaction can be as important as understanding the financial statements.

Retirement, succession, international expansion, partial liquidity, management transition or the need for a strategic partner can lead to very different transaction structures.

3. Management dependency requires attention

In some founder-led businesses, key commercial relationships or operational decisions remain concentrated around the shareholder.

Investors need to understand how transferable those relationships and responsibilities are.

4. Preparation levels vary

Companies that have never contemplated a transaction may require additional preparation before a conventional due-diligence process can begin.

This should not automatically be interpreted as a weakness in the underlying business. It may simply reflect the fact that the company was not being managed with an eventual sale process in mind.

Transaction Structure

Private-company acquisitions in Poland can take different forms depending on the legal structure of the target, tax considerations, liabilities, investor objectives and shareholder preferences.

At a high level, investors may consider a share acquisition, an asset or business acquisition, or other structures appropriate to the circumstances.

The distinction is important because the assets, liabilities, contractual relationships, employees, permits and tax consequences transferred to the buyer can differ significantly between structures.

For that reason, the appropriate transaction structure should be assessed with Polish legal and tax advisers at an early stage.

International investors should also avoid assuming that the structure used in another European jurisdiction will necessarily produce the same consequences in Poland.

Regulatory Considerations

Polish acquisitions may also require regulatory analysis.

Depending on transaction size and the parties involved, merger-control rules may apply. Poland's competition authority, UOKiK, administers the national concentration-control regime and updated its guidance in 2025 with the stated objective of focusing notification requirements more closely on transactions having a meaningful impact in Poland.

Foreign-investment screening can also become relevant in certain transactions, and Poland operates investment-control rules covering specified businesses and circumstances alongside the wider European framework.

This does not mean that foreign acquisitions in Poland generally require special approval.

It does mean that regulatory screening should form part of the early transaction assessment rather than being considered only immediately before signing.

Due Diligence

Once preliminary commercial alignment has been established, the transaction normally moves into more conventional M&A territory.

Depending on the target, due diligence may cover areas including:

• corporate and ownership matters
• financial performance and quality of earnings
• taxation
• material contracts
• employment
• financing
• litigation
• intellectual property
• real estate
• permits and regulatory matters
• data protection
• environmental issues
• operational dependencies

The relative importance of these areas varies significantly by sector and transaction.

For an international investor, there is another layer: understanding which findings represent genuine transaction risk and which reflect local market practice or administrative characteristics.

This is where experienced local legal, financial and tax advisers become important.

Valuation: Avoid the Idea of a Single “Polish Multiple”

One mistake when approaching a new acquisition market is to search for a single valuation multiple applicable to companies in that country.

Private-company valuations rarely work that way.

Sector, growth, margins, recurring revenue, customer concentration, management depth, capital intensity, competitive position, size and transaction structure can all have a greater impact on valuation than geography alone.

The difference between an organised competitive auction and a proprietary owner discussion can also affect price dynamics.

Rather than asking “What EBITDA multiple do Polish companies trade at?”, a more useful question is: “How should this particular company be valued given its sector, quality, growth profile, risk and available alternatives?”

That requires company-specific analysis.

The Importance of Local Context

Cross-border transactions are not purely technical exercises.

Language, business culture and communication can materially influence origination.

A technically perfect acquisition thesis will achieve little if the investor cannot establish a credible conversation with the shareholder.

This is particularly relevant in off-market situations.

The first approach needs to answer questions an owner may immediately have:

• Who is the investor?
• Why are they interested in this particular company?
• What are they trying to acquire?
• What could happen to the company after the transaction?
• Is this a genuine approach or mass outreach?
• Why should the owner engage at all?

The quality and credibility of that first contact can determine whether an opportunity progresses.

Building an Acquisition Pipeline in Poland

For investors pursuing a systematic acquisition strategy, Poland can be approached as a market to be mapped rather than simply a source of individual advertised deals.

A structured origination process can include:

1. Define the investment thesis

Establish clear sector, size, financial and strategic parameters.

2. Map the market

Identify companies matching those criteria using corporate, sector and proprietary research.

3. Prioritise

Not every technically matching company should be approached. Ownership, strategic fit, quality and transaction plausibility matter.

4. Approach owners directly

Engage selected shareholders confidentially and with a credible rationale for the approach.

5. Qualify interest

Determine whether there is sufficient alignment regarding ownership, timing, strategy and transaction expectations.

6. Develop qualified opportunities

Only then should the process progress toward detailed information exchange, management discussions and potentially a formal transaction process.

The objective is not maximum outreach volume.

It is to create a pipeline of relevant owner conversations.