TaniaKsiążka × Gandalf
Consolidation of the two leaders in the online book market: Gandalf and TaniaKsiążka.pl
Retail & Commerce
Industry
sell side, consolidation
Transaction type
#1 in Poland
Position after connection
Poland
Field
Transaction context
The online bookstore market in Poland is highly competitive, and organic growth is increasingly difficult. Both companies – leaders in online book sales – were seeking a way to increase cost efficiency and strengthen their negotiating position with publishers.
The key challenge was combining two strong brands with similar customer profiles but different organizational cultures.
Although both companies knew each other and had conducted negotiations, an advisor was needed who could understand the interests of both parties, conduct a reliable valuation, establish transaction terms, and broker an agreement in a situation where EBITDA was negative and the investment decision was based on potential synergies and revenue growth.
How we conducted the transaction
Venturepackt acted as a transaction advisor and faced a demanding task:
Understanding perspective
In-depth analysis of the interests and expectations of both parties to the transaction
Data collection and valuation
Representing the buyer, interact, collect data and prepare a seller's quote
NBO preparation
Prepare the NBO and the data transfer form
Negotiations and Closing
Explain discrepancies between the parties' expectations based on market realities and hard data
Ultimately, the Venturepackt team conducted operational and marketing analysis, prepared a transaction structure, and developed recommendations for post-merger brand management. A key element was also developing a model for preserving the value of both brands while simultaneously optimizing the operational and technological infrastructure.
Connection results
Market leader
The emergence of the largest independent player in the e-commerce bookstore segment in Poland
Faster growth
The merger enabled faster growth at lower unit costs and the consolidation of two competing brands.
Integration
The transaction included the acquisition of 100% of the company's shares and obtained the consent of the Office of Competition and Consumer Protection, which confirmed its compliance with the rules of market concentration and enabled the full integration of both entities.
“In this transaction, building a bridge between two strong organizations that had been competing in the same market for years was crucial. Both sides had similar ambitions, but different organizational cultures and completely different views on the future of the merger. Our role was to introduce neutrality and structure into the process. We led mediation-based discussions, explaining intentions, organizing data, clarifying discrepancies in expectations, and identifying the real value of this transaction. Ultimately, we managed to develop a model of cooperation that both parties considered fair and forward-looking.”
“TaniaKsiążka and Gandalf was one of the more difficult cases. The transaction was non-obvious; we couldn’t apply benchmarks or typical valuation models. It’s an example of a transaction where the real value came not only from EBITDA, but from a combination of community, customer loyalty, and logistics. Consolidations in e-commerce require an understanding of both the operating model and the emotional side of the brand. This is what distinguishes transactions in the SME segment from large corporate acquisitions.”
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