5.8.2025

The Mortgage Society of Finland Update of EUR 2,5 billion bond programme

We advised The Mortgage Society of Finland in the update of a EUR 2,5 billion bond programme under which the Mortgage Society of Finland may issue senior preferred and unsecured Tier 2 notes, and covered bonds. The notes under the programme may be listed on the official list of Nasdaq Helsinki Ltd. 

The Mortgage Society of Finland is the only nationwide credit institution in Finland that focuses on housing. It provides customers with the full range of home financing services such as granting mortgage and consumer loans for all stages of home owning including purchasing and renovating. The Mortgage Society of Finland carries out this activity in accordance with the Act on Credit Institutions and the Act on Mortgage Societies.

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We are acting as the joint legal advisor to Oomi Oy and Lumme Energia Oy in a transaction whereby Lumme Energia will merge with Oomi. As from the completion of the merger, the combined entity will be the largest electricity retail and service company in the Finnish market. In 2024, Oomi reported a turnover of EUR 373.9 million and had approximately 110 employees. Lumme Energia’s turnover for the same year was approximately EUR 314.6 million and it had approximately 50 employees. The transaction is primarily driven by the recent developments in the electricity market and the strategic goal to develop competitive products and services. Another key objective is to further enhance the customer experience, which is a shared value between the two companies. As a result of the merger, Lumme Energia’s customers will transfer to Oomi, and Lumme Energia will become one of Oomi’s shareholders. The completion of the transaction is subject to an approval by the Finnish Competition and Consumer Authority.
Case published 29.8.2025
We are acting as the legal advisor to WithSecure Corporation in Diana BidCo Oy’s voluntary public cash tender offer for all the issued and outstanding shares in WithSecure. The tender offer values WithSecure’s total equity at approximately EUR 299 million. Diana BidCo is a private limited company incorporated and existing under the laws of Finland that will be indirectly owned by a consortium formed for purposes of the tender offer by certain affiliated funds of CVC Capital Partners Plc and Risto Siilasmaa. The consortium believes that the partnership strengthens and accelerates the road to WithSecure’s long-standing goal of becoming Europe’s most trusted cybersecurity partner by positioning the company to lead the next era of business cybersecurity. WithSecure’s shares are listed on the official list of Nasdaq Helsinki. WithSecure is a Europe-based cybersecurity company that helps protect businesses and is committed to strong partnerships with customers and collaborators. WithSecure’s customers trust WithSecure with outcome-based cybersecurity that protects and enables their operations. The completion of the tender offer is subject to the satisfaction or waiver by the offeror of certain customary conditions on or prior to the offeror’s announcement of the final results of the tender offer. The tender offer is currently expected to be completed during the fourth quarter of 2025. The Takeover Board of the Securities Markets Association issued on 4 August 2025 a new recommendation (1/2025) on good securities market practice that deals with the target company’s board of directors’ obligations in case of a consortium offer in which a major shareholder of the company participates in the consortium.
Case published 8.8.2025
We advised Glaston Corporation on its reverse share split, i.e. in the reduction of its total outstanding shares so that each two shares of the company were merged into one share. The shares of Glaston have been listed into the Helsinki Stock Exchange. Glaston is the glass processing industry’s innovative technology leader supplying equipment, services and solutions to the architectural, mobility, display and solar industries. The company also supports the development of new technologies integrating intelligence to glass.
Case published 27.6.2025
We advised on the issuance of a EUR 10 million equity-classified convertible hybrid bond by Boreo Plc to the Norwegian insurance company Protector Forsikring ASA. The annual coupon interest on the bond is a fixed 4 percent until the reset date on 24 June 2030, after which the interest rate increases to 14 percent. The bondholders have the right to convert the principal amount into Boreo shares at a price of EUR 19 per share during a four-year period following the issuance. The bond is not intended to be admitted to trading on a stock exchange or any other trading venue. It has no specified maturity date, and Boreo has the right to redeem it for the first time after four years from the issuance date. ‘We are very pleased to have completed the transaction, and with the confidence Protector has shown in the company. The arrangement supports the execution of our acquisition-driven growth strategy, strengthens the company’s financial position, and lowers financing costs,’ says Kari Nerg, CEO of Boreo. OP Corporate Bank plc acts as the lead manager for the issuance of the convertible hybrid bond. Castrén & Snellman Attorneys Ltd serves as legal advisor to the transaction, and Legal Folks Ltd acts as Boreo’s legal advisor.
Case published 24.6.2025