Polska Grupa Militarna S.A. (PGM), listed on the NewConnect market, and Grupa Niewiadów S.A. have signed binding terms of the transaction, finalizing a process that began with a joint letter of intent. Under the agreement, PGM and Grupa Niewiadów will create one of the most significant entities in the defense industry.
The main driver behind the merger is the growing demand for ammunition and advanced defense systems in Central, and the transaction itself is part of a broader trend of consolidation in the European defense industry, aimed at increasing production capacity, achieving economies of scale, reducing costs, and ensuring manufacturing sovereignty in key weapon categories.
Transaction structure
A binding agreement between PGM and the Niewiadów Group provides fora reverse takeover, as a result of which the shareholders of the Niewiadów Group will receive newly issued shares of PGM in exchange for their shares in the Niewiadów Group. Thus, the existing shareholders of the Niewiadów Group will become the controlling shareholders of the publicly traded company PGM.
In accordance with the signed terms and conditions, the Management Board of PGM has convened an Extraordinary General Meeting of Shareholders (EGM) to approve the transaction, the issuance of new shares in exchange for a contribution-in-kind, and the appointment of a new Supervisory Board. Prior to the EGMS, the composition of the Management Board will be expanded by decision of the current Supervisory Board to include the current members of the Niewiadów Group’s Management Board, which will ensure the operational, managerial, and strategic continuity of the merged entity.
The role of coordinator and transaction advisor is performed by IPOPEMA Securities S.A. IPOPEMA Securities is one of the leading brokerage houses and investment advisors on the Polish capital market. The company has an experienced team of experts in the areas of mergers and acquisitions (M&A), equity and debt capital markets (ECM/DCM), and sector analysis. The IPOPEMA team, which is one of the most experienced and successful investment banking teams in Poland, has successfully executed over 180 capital transactions with a total value exceeding PLN 46 billion.
Synergies and investment plans
A key aspect of the transaction is the planned additional cash offering of PGM shares following the completion of the acquisition. The proceeds will be used to fund ambitious investment projects, including accelerating the construction of a modern artillery ammunition factory in Niewiadów and further developing technologies related to drones, robotics, and next-generation ammunition.
It is worth noting that the new large-caliber ammunition factory being built by the Niewiadów Group will become one of the consolidated group’s key assets. Thanks to the additional capital from the cash offering and technological and operational synergies, the factory will reach full production capacity sooner, which will translate into increased production and supply capabilities for both Polish and foreign customers.
A response to the growing demand for 155 mm ammunition
In light of the growing demand for 155 mm artillery ammunition in Poland and Europe, the Niewiadów Group is in the process of launching a modern factory to produce this ammunition. In the first phase, production of 120,000 rounds is planned, and ultimately, the plant is expected to reach an annual production capacity of up to 180,000 rounds of 155 mm ammunition within a few years, which will significantly strengthen domestic production capabilities and contribute to enhancing national security. Production is scheduled to begin in the fourth quarter of 2026.
NIEWIADÓW S.A. Group’s capabilities for the construction of a large-caliber ammunition factory 1/9.
— NIEWIADÓW S.A. Group (@grupaniewiadow) April 22, 2025
1️⃣ Human resources – a qualified team of engineers.
The company’s potential lies primarily in its people. The Niewiadów Group’s staff consists of qualified engineers, designers, technologists,… pic.twitter.com/ZRdLZ0EfMv
The Tradition and Expertise of Zakłady Sprzętu Precyzyjnego Niewiadów
Zakłady Sprzętu Precyzyjnego Niewiadów Sp. z o.o., a wholly owned subsidiary of Grupa Niewiadów S.A., boasts over 100 years of tradition in manufacturing products for the nation’s security and defense.
Throughout its history, the company has developed and implemented dozens of products that have been or continue to be in service with the Polish Armed Forces. The plant is ready to resume or increase production of these products in response to the country’s current defense needs.
These products include, among others:
- hand grenades,
- high-explosive anti-tank ammunition, including single-shot RPG-76 Komar anti-tank grenade launchers
- S-5 unguided rockets,
- high-explosive charges,
- shot simulators,
- training bombs,
- mines in various configurations—the full documentation for which remains in the Company’s archives—and the resumption of production, in light of Poland’s potential withdrawal from the Ottawa Convention, could be of strategic importance for strengthening the country’s eastern border.
Currently, ZSP Niewiadów supplies the Polish Armed Forces with, among other things:
- GAk-81 smoke grenades,
- FLAME signal flares,
- UŁK cumulative charges,
- ZLT-50 ignition systems,
- slow-burning fuse.
All of these products are characterized by high-quality workmanship, reliability, and suitability for use in demanding operating conditions.
Niewiadów Precision Equipment Works, LLC
Management Comments
Grzegorz Niedzielski, President of the Management Board of Grupa Niewiadów S.A., adds:“Our goal is to create a leader in the defense market that will meet the growing needs of the Polish Army and our allies. By entering the capital market through PGM, we will gain an additional source of financing, which will significantly accelerate the implementation of our investments, including the strategic 155 mm ammunition factory. Our combined expertise will create a unique competitive advantage in the market.”
Radomir Woźniak, CEO of PGM S.A., comments:“The signing of the binding terms of the transaction is a key stage in the consolidation process of our companies. Expanding the scale of our operations and combining our production and technological capabilities will allow us to implement strategic projects more effectively and significantly increase the company’s value for shareholders. Expanding the management board to include experts from the Niewiadów Group will provide us with a solid foundation of expertise for the group’s further development.”
Niewiadów S.A. Group is a Polish defense industry holding company with over 100 years of tradition in the arms sector. The Group’s companies specialize in the trade and production of large-caliber ammunition, weapons, and military equipment, as well as in the implementation of research and development projects. The Group is currently undertaking a strategic investment in a modern 155 mm ammunition factory. The Niewiadów S.A. Group currently comprises the following companies: ZSP Niewiadow Sp. z o.o.; GN Logistic sp z o.o.; EG Polska Sp. z o.o. and Nitron Sp. z o.o.
Polska Grupa Militarna S.A. is a publicly traded company listed on NewConnect that brings together a group of companies operating in the field of defense technologies and products. The group’s activities include the trade in weapons, ammunition, and products intended for military and police use. PGM develops and supplies advanced products and technologies for autonomous vehicles (drones) and dual-use products (Dual Use). The company holds a license from the Ministry of Internal Affairs and Administration to trade in military products, developing key products for the modern battlefield. Polska Grupa Militarna S.A. currently comprises the following companies: Tech Robotics S.A., Proguns Group S.A. and Fabryka Amunicji Pocisk S.A.