CEE M&A Monitor
Architecture and design services Poland Majority share purchase with earn-out — completed 30 Sep 2026

Developer INPRO buys 76% of Gdynia design firm MS15, with an earn-out tied to 2026–2029 EBITDA

INPRO S.A. of Gdańsk reported on 30 September 2026 that, executing two preliminary agreements announced on 24 September (report 38/2026), it had signed two share sale agreements acquiring 38 shares, or 76%, of MS15 sp. z o.o. of Gdynia, a company in the design sector. The agreements were signed with all existing shareholders, who are private individuals. After the deal INPRO holds 76% and one individual shareholder keeps 24%. Ownership passed on signing. The deal followed due diligence by INPRO, and the sellers waived their pre-emption rights and amended the articles of association as INPRO required. The price was set on market terms based on valuations of MS15; INPRO states that the total prices do not exceed 10% of its equity. One of the two agreements — with the shareholder who stays in the company — includes an earn-out that makes part of the price depend on operating targets and cumulative EBITDA for 2026–2029, with a cap. INPRO describes the deal as adding a new design segment to its group.

Our take This is a property developer buying its own supply chain: a design office that it would otherwise hire. The structure is the classic one for buying a people business. The partner who stays keeps a quarter of the company and earns part of the price only if EBITDA is delivered over four years, so the buyer pays for future performance, not just for past work. A strategic buyer from the client side often wants control of a design or engineering studio but needs the key person to stay — and pays for that through earn-outs rather than a higher upfront price.
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