M&A as a development strategy in the e-commerce era

The interest in public offering of Shoper S.A., a firm providing online sellers with software for their shops in SaaS model – I am writing this article two days after their debut at the Warsaw Stock Exchange – shows that e-commerce in the times of the Covid-19 pandemic in Poland continues to be a very attractive topic.

It comes as no surprise that Mazars, the leading audit and advisory firm, and legal firm Noerr, which advises entrepreneurs and investors in all business activities and investments in Poland, and SpotData of Bonnier Group that provides expertise in key business topics and areas, focus on this issue in a joint report, introducing readers to the e-commerce business transformation and possible ways of addressing it.

E-commerce transformation

The rapid acceleration of sales via the e-commerce channel is probably the most important business change in 2020. You rarely see a change at such exceptional pace and of such broad scope.
The revenues of the largest e-commerce companies only in the last quarter of 2020 increased by approx. 30% year-on-year, which is an incomparably better result than other sectors of the economy, even strictly technological. Since commerce plays such a crucial role in the economy, the transformation concerned a huge part of the corporate sector.

According to the report authors’ estimates, the Polish e-commerce market in 2020 was worth PLN 70 billion. While before the pandemic this market was growing over a dozen percent annually, in 2020 its growth boosted by lockdowns, home office and voluntary isolation of consumers was approx. 43%. Although it can be expected that once the epidemic is over, the e-commerce growth rates in Poland will return to its pre-pandemic levels, however, they will be calculated on the accordingly higher basis, indicating an acceleration of the market by approximately 1-2 years.

What will have an impact on the development of the e-commerce market in Poland?

When trying to predict the development of the e-commerce market in Poland, its specificity should be considered: the relative share of e-commerce in retail trade, the degree of digitization of the country and the current market size.

The share of e-commerce in Poland is still significantly lower than the average in the Western Europe countries. It can be expected that it will converge to levels found in more developed markets. However, it is higher than the one in Western European countries with a GDP per capita indicator similar to the Polish one. It indicates a relatively high digital advancement of Poland.

Thanks to that, the Polish e-commerce market is already so big that domestic firms can successfully build economies of scale. At the same time it is small enough as compared to the developed markets that the world largest tycoons – Amazon and Alibaba – have not yet started their full-time operations on it, so these Polish players can expand even more easily.

The above-mentioned size of the market also leaves room to many small and medium entities for operation and dynamic development. In 2019, in Poland there were approximately two thousand commercial companies (except for micro-enterprise segment) trading over the Internet. In the neighbouring Czech Republic, which is a very developed market and far more advanced than Poland in terms of the e-commerce share, there are half as many such entities.     

Possible e-commerce strategies

Changes caused by e-commerce transformation in Poland are for many firms an opportunity for development in two directions: for entities strongly established in the sector – to expand their business reach, whereas for those who are just starting their online expansion – to implement their own digital transformation.

An online expansion requires the access to appropriate resources: technology, logistics, and other competences and building economies of scale.

As far as the technology area is concerned, it is of paramount importance that the purchase process is smooth – based on research made by Salesforce among 7 thousand consumers worldwide as many as 75% of buyers are ready to change the shop if they encounter any difficulties during the purchase process.

As many as 90 % of the largest firms in this sector in Poland analysed by the authors of the report– Mazars, Noerr and SpotData – indicate the development of logistic facilities as one of the most important elements of the development strategy because the main struggle is for the fastest possible delivery, even within one day.

Among most desirable competences are the big data analysis skills and drawing related conclusions for the future, digital marketing, which is crucial to the ability of acquiring new clients and retaining them (customer retention).

The economies of scale can be achieved by using marketplace, i.e. proposing both own products and partners’ products. The combination of off-line and online sales also helps as well as international expansion.

Acquisitions make e-commerce market development easier

However, there is a strategy that can allow both acquiring competences and achieving economies of scale, namely mergers and acquisitions. In Poland, favourable conditions for it are built by a large number of companies, potential acquisition targets. Despite this, only one third of big e-commerce companies in Poland grows through acquisitions. This is because in the e-commerce world it is often easier to gain the market with one’s own resources than through acquisitions which require combining different organizational cultures and technological systems.

The development path based on mergers and acquisitions has its advantages. It allows for vertical integration of the supply chain and thus more efficiently building the margin in each of its links. The world’s largest e-commerce companies invest in traditional stores, network of suppliers, warehouses, as well as logistic technologies.

The acquisitions help traditional stores quickly develop competences in the online world (more often) and online firms – launch traditional sales (more seldom). An example of acquiring new competences on the Polish market was the acquisition of the controlling stake of eobuwie.pl (most popular Polish online shoe store) in 2016 by the CCC Group (one of the largest shoe retail companies and one of the largest manufacturers in Europe) which operated back then mainly via brick& mortar shops.

Jacek Byrt, Managing Partner of Financial Advisory Department of Mazars in Poland thinks that “the presence in e-commerce market has become the key to success during the Covid-19 pandemic. Acquiring a player in this segment seems like a perfect solution. But first you should ask a question: what do you aim to achieve? Do you aim at increasing revenues by accessing a new sales channel, at expanding the range of products, or entering the new geographical markets? The choice of acquisition target must be closely related to the answer. Then, you should think whether you have competences to effectively combine the acquired entity with your business activity. For instance, the differences in the organisational culture between the traditional firm and modern e-commerce business can be so big that the combination into one entity may disrupt business operations and motivation of teams. Another key issue is the price. Considering high valuations of e-commerce companies, the key to success will be achieving synergy, i.e. using the acquired company to significantly increase the value of our business.


The year 2020 was a period of rapid acceleration for e-commerce but only after the COVID-19 epidemic is extinguished it will be possible to determine which of the effects of this transformation will remain in Poland for longer. There are many signs that the online commerce market will be approximately 10-20% larger than if the pandemic has never occurred. Apart from growth, another significant change is also catching up with digital by traditional retail chains. It can be expected that the e-commerce in Poland – probably with further advantage for consumers – will become a field of even tougher competition and faster technological progress.

You can download full version of the report at: www.mazars.pl.


Bartosz Łuczak, CFA, FCCA, Senior Manager in Financial Advisory Department / Mergers and Acquisitions of Mazars in Poland

Last Updated on July 14, 2021 by Łukasz