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Sale of Moliera2 to Modern Commerce

Sell-side advisor on the sale of 100% stake in Moliera2, a leading multi-brand omnichannel luxury goods retailer in Poland, to Modern Commerce


Date: September 2021

Country: Poland

Industry: Luxury e-commerce

Target: IT Fashion Polska Group & Partners sp. z o.o. (“Moliera2”)

Buyer: Modern Commerce

Seller (Client): owner of Moliera2

VCP’s role/competence: sell-side M&A advisor


  • VCP acted as sell-side M&A advisor to the owner of Moliera2 on the sale of 100% stake to Modern Commerce
  • Moliera2 is a leading multi-brand omnichannel luxury goods retailer in Poland with online store and seven exclusive boutiques in selected Polish cities – Warsaw, Poznań, Katowice, Sopot and Zakopane
  • The company’s product portfolio comprises over 350 luxury and premium brands (of which ca. 100 are subject to exclusivity) and ca. 38,000 SKUs
  • Additionally, Moliera2 operates a marketplace, offering its IT platform to almost 80 resale partners with no presence in the online channel
  • The sale process was run by VCP in a form of an auction directed at selected strategic players operating in the space of e-commerce sector (with a special focus on luxury e-commerce) as well as financial investors
  • Following the series of bilateral discussions, on 5 March 2021 the owner of Moliera2 has reached an agreement with Modern Commerce, defining the basic commercial terms of the potential Transaction (including i.e. exclusivity period)
  • On 19 May 2021, the owner has entered into the Investment Agreement with Modern Commerce regarding the sale of 100% stake in Moliera2, of which: (i) 60% stake will be acquired for PLN 60 million, (ii) 20% stake will be transferred to Modern Commerce in exchange for the newly issued Modern Commerce’s shares, (iii) 20% stake will be acquired by Modern Commerce in 2 tranches for PLN 10m each, to be settled no later than by 30 June 2022 and 30 June 2023, respectively
  • The Transaction was closed on 21 September 2021 following the fulfillment of the agreed conditions precedent – registration of an increase in Modern Commerce’s share capital
  • VCP supported the owner of Moliera2 in the entire transaction process through provision of deal tactics, coordination of all work streams in the transaction process, assistance in negotiation strategy concerning Investment Agreement and other ad-hoc corporate finance assignments

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