When the Money Starts Flowing the Other Way: The Rise of Polish Acquirers in the German M&A Market

For many decades, the story of German-Polish investment had predominantly one direction at its core: German companies moved capital and production eastwards into Poland. That story no longer reflects the whole picture.

In recent years, Polish companies have acquired numerous German companies. Among others, the Polish rail vehicle manufacturer Pesa Bydgoszcz S. A. has acquired the German tram manufacturer HeiterBlick GmbH out of insolvency, the Polish furniture manufacturer .mdd sp. z o. o. has acquired the German furniture manufacturer Ceka GmbH & Co. KG out of insolvency, the Polish tire recycler Grupa Recykl S. A. has acquired the German tyre business Harzer Reifenhandel und Verwertung Wernigerode GmbH, the Polish food manufacturer Colian sp. z o.o. has acquired a majority stake in the German chocolate manufacturer Gubor Schokoladen GmbH, and the Polish manufacturer of household glass products Trend Glass Sp. z o.o. has acquired the German candle and home fragrance producer Gala Group GmbH.

Whilst Germany remains Poland’s most important trading partner, accounting for close to 30 percent of Polish exports, with bilateral trade amounting to roughly EUR 180,4 billion in 2025, and German investors continue to be among the most active acquirers in the Polish mid-market, particularly in automotive, manufacturing and logistics, Polish family-run businesses in particular are becoming increasingly active in investing abroad, including in Germany.

According to reports from the Germany Trade and Invest (Gesellschaft für Außenwirtschaft und Standortmarketing, GTAI) and data from the Polish Investment and Trade Agency (Polska Agencja Inwestycji i Handlu, PAIH), in 2025 there were more takeovers of German companies by Polish investors than ever before. This trend is set to continue in 2026. Unsurprisingly, following three decades of almost uninterrupted economic growth in Poland, the global index provider S&P Dow Jones Indices reclassified Poland as a developed market in August this year.

Why Polish companies buy abroad, and why in Germany specifically

The Polish market itself has become a driver of outbound expansion: as the domestic economy has grown, it has become too small for its largest players, pushing them to look outward for scale. Polish acquirers pursue cross-border transactions for a variety of strategic reasons. Expansion into new markets remains a key driver, with acquisitions providing an efficient route to geographic growth.

Other deals are motivated by the pursuit of technology, expertise, and innovation, while some focus on gaining access to established brands, customer bases, and distribution channels. Together, these transactions reflect a broad shift from domestic growth towards international scale and capability building.

A significant share of the German opportunity specifically lies in succession. According to KfW data, succession remains unresolved at around 230,000 German companies owned by baby-boomer entrepreneurs. Furthermore, the number of company insolvencies rises to its highest level in 13 years.

Polish acquirers are drawn to attractive valuations, while German sellers increasingly welcome Polish acquirers due to the countries’ geographic proximity and close cultural ties. At the same time, many German companies are actively reviewing their portfolios, leading to a wave of divestitures and carve-outs of non-core business units.

The resulting deal flow concentrates around strategic repositioning, nearshoring, carve-outs, distressed situations and succession, particularly in industrials, automotive, logistics and steel and metal processing. This is exactly the environment in which well-capitalised Polish family businesses and strategics are stepping in as credible, long-term buyers rather than opportunistic ones.

German entrepreneurs looking to sell, bring in a partner, or plan a succession should therefore not assume their natural buyer sits only in Frankfurt, London or other European cities to the west of Germany, or even on another continent. Increasingly, it may sit in Warsaw, Poznań, Kraków or other cities in Germany’s eastern neighbour.

What actually decides the investment case in Germany: the German legal and tax perspective

In cross-border transactions, it is often the details that determine success or failure. For any Polish investor buying in Germany, or German seller considering a Polish buyer, four aspects of German law, among others, deserve particular attention:

Choosing the acquisition vehicle is a strategic decision, not paperwork. Whether a Polish investor acquires directly, through an existing group entity, or via a newly established holding company and in particular what jurisdiction and legal form the acquisition vehicle has affects dividend flows, withholding tax, the utilization of financing costs, the possibility of implementing a future tax group structure, liability exposure and corporate governance, and it shapes any future buy-and-build strategy and exit flexibility.

Where the deal is leveraged, it must also be decided early which entity is the borrowing entity, how funds are pushed down to the operating company, and how the debt is secured, for instance through share pledges, account pledges or the transfer of IP rights.

German tax loss carry-forwards can be a genuine value driver, since losses generally carry forward indefinitely and can be offset against future profits, potentially even lifting the purchase price a buyer is willing to pay. However, using them requires diligent transaction structuring.

Foreign direct investment screening nowadays has become standard in transactions involving foreign investors. German authorities regularly review, and in some cases restrict or prohibit, acquisitions by foreign investors in sectors touching critical technology, infrastructure, defence, healthcare, data or energy, and this can equally apply to carve-outs and internal restructurings, not only classic third-party purchases.

This is particularly acute for dual-use products, technologies with both civilian and potential military application. Polish investors eyeing German industrial and technology targets should flag this early, since a target’s dual-use profile can materially change transaction timing and structure even where the deal looks purely civilian on its face.

Due diligence needs a genuinely cross-border lens. Beyond the usual legal and financial risk areas, investors need to understand how jurisdiction-specific regulation, contractual restrictions such as change-of-control clauses in financing and commercial agreements, and group structures may affect both closing the deal and integrating the target afterwards.

Last but not least, warranty and indemnity (W&I) insurance is also worth raising early, since the underwriting process runs in parallel to negotiations and can affect timing, and W&I cover is increasingly common even in small and mid-cap German transactions.

Closing the deal, together

Germany’s own economic headwinds are part of what is making it more attractive to Polish buyers right now. As the capital resources of Polish companies and investors continue to grow, and as the Polish market alone no longer provides sufficient room for the expansion ambitions of many leading businesses, interest in German targets is unlikely to wane.

For German entrepreneurs weighing a sale or succession, and for Polish investors and entrepreneurs looking to enter or expand in Germany, the opportunity is real, but capturing it requires advisors who understand both legal systems, both business cultures and both languages, from day one of structuring to post-closing integration.

This is the first part of a two-part series marking our recent M&A Campus International webinar “Securing Cross-Border Deals between Germany and Poland”. In Part 2, our Warsaw colleagues Jarosław Kamiński (Attorney-at-Law, Poland) and Daniel Antonik (Transaction Services, Poland) look at cross-border deals from the Polish side: financing structures, accounting realities in Polish mid-sized companies, and lessons from recent transactions.

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