5.11.2018

Nordea – Re-domiciliation of Nordea

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Castrén & Snellman advised Nordea Bank Abp with respect to Finnish law when the parent company’s registered office was transferred to Finland on 1 October 2018. The re-domiciliation from Sweden to Finland was carried out by way of a reversed cross-border merger, where the former parent company Nordea Bank AB (publ) merged with its Finnish subsidiary Nordea Bank Abp. Nordea Bank AB (publ) has been dissolved and all its assets and liabilities have been transferred to Nordea Bank Abp, which now is the parent company of Nordea Group. Nordea Bank Abp received the necessary licence from the European Central Bank in June 2018.

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Evli – EAB Group Merger into Evli

We advised Evli in a transaction in which EAB is going to merge into Evli through a statutory absorption merger in accordance with the Finnish Companies Act. The combination agreement and the merger plans relating to the transaction were signed and announced on 31 May 2022, and the transaction is expected to be completed during the second half of 2022. For this transaction, we drafted the first exemption document in the history of Finland in accordance with Commission Delegated Regulation (EU) 2021/528 and regulation (EU) 2017/1129 of the European Parliament and of the Council. Both Evli and the EAB Group offer wide ranging investment services as well as asset and fund management including alternative investment funds (AIFs). The combination of Evli and the EAB Group is the next step for Evli in its strategic path to become a leader in Nordic wealth management services. The Combined Company resulting from the merger will have an especially strong position among others in wealth management for institutions and in the design and management of incentive and rewards systems.

Evli Bank and Evli – Evli Bank’s Demerger Into Evli Plc and, Through Merger With Fellow Finance, Fellow Bank

We advised Evli Bank Plc in a complex arrangement between Evli and Fellow Finance Plc, in which Evli demerged into a new asset management group, Evli Plc, and a company that will carry on Evli’s banking services and into which Fellow Finance merged. The arrangement was carried out through a partial demerger of Evli Bank and an absorption merger in which Fellow Finance merged into the remaining part of Evli Bank immediately after the demerger. The new company created through the merger that will continue the banking services was named Fellow Bank Plc. As part of the arrangement, we advised Evli Bank Plc in particular in the demerger and merger processes as well as with respect to related prospectuses and authorisations, registrations and approvals required for the completion of the arrangement. The completion of the arrangement required, among other things, approvals and registrations from the Finnish Financial Supervisory Authority, the European Central Bank and the Finnish Trade Register. The completion of the arrangement also required that Evli Plc’s class B shares be listed on Nasdaq Helsinki. In connection with Evli Bank’s change to Fellow Bank, Evli Bank’s class A shares and class B shares were converted into one listed share class. In addition, Fellow Bank’s capital position was strengthened with a directed share issue. The arrangement resulted in a new Evli, which will focus on wealth management and advisory services, and Fellow Bank, which is based on a scalable and digital service concept. The arrangement further improves opportunities to grow both banking services and wealth management as independent businesses.

Bilot – Proposed merger of Bilot and Vincit

We act as legal advisor to Bilot Plc in the merger of Bilot Plc and Vincit Plc, which is proposed to be implemented as an absorption merger pursuant to the Finnish Companies Act. “Merging with Vincit is the next logical step for Bilot on the way to becoming a more comprehensive and versatile operator. The merger will accelerate Bilot’s on-going change and enable stronger contribution to customer experience, electronic business operations and internationalisation in the future. Thus, the merger will create an opportunity to further invest in the future company’s growth. Customer portfolios, target markets and offerings that complement each other will create a new kind of market actor with a strong culture and employee experience at its core. Even though the name will change, Bilot’s impressive story will continue together with another fine company. The future is looking even brighter,” says Jens Krogell , CEO of Bilot. In 2020, the illustrative combined operating profit of the future company was approximately EUR 70.6 million and EBITDA approximately EUR 9.1 million. On 31 December 2021, Bilot and Vincit had a total of approximately 821 employees. Bilot Plc is a Finnish IT services company that provides its customers with a strategic competitive advantage by developing a comprehensive digital business. Vincit Plc is a top expert organisation that offers its customers digitality that always works, with no nonsense, for a world without fear for tomorrow. The companies’ shares are listed on the Nasdaq First North Growth Market Finland marketplace maintained by Nasdaq Helsinki Ltd.

Boreo – Contemplated Combination of Boreo and Sievi Capital

We acted as legal advisor to Boreo Plc in the combination of Boreo Plc and Sievi Capital Plc, which had been contemplated to be implemented through an absorption merger in accordance with the Finnish Limited Liability Companies Act. On 14 December 2021, Sievi Capital announced that it had cancelled the extraordinary general meeting convened to resolve on the merger upon having concluded that the merger would not obtain the required majority at the general meeting. As a result of Sievi Capital’s announcement, Sievi Capital and Boreo have agreed to terminate the combination agreement signed by the companies on 29 September 2021 and to file a notification on the lapsing of the merger plan with the Trade Register. Boreo , a company listed on the Helsinki Stock Exchange, creates value by owning, acquiring and developing B2B businesses in Northern Europe. Boreo’s operations are organised into three Business Areas: Electronics, Technical Trade and Heavy Machines. Sievi Capital is a partner for Finnish entrepreneurs that supports the growth, performance and value creation of small and medium-sized companies and concurrently builds national competitiveness.

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