Aleksi Kujanpää

Metsä Group – Sale of Russian operations

We advised Metsä Group in a transaction whereby its Russian subsidiaries Metsä Svir LLC, Metsä Forest St. Petersburg LLC, Metsä Forest Podporozhye LLC and Metsä Board Rus LLC were sold to VLP Group. VLP Group is a forest industry company operating mainly in the Vologda region of Russia. In 2022, Metsä Group discontinued its Russian operations, including the Svir sawmill, wood procurement and board sales activities. As a result of this transaction, Metsä Group has fully divested its assets in Russia. Metsä Group is a group formed by Metsäliitto Cooperative and its subsidiaries that focuses on wood procurement and forest services, wood products, pulp and paperboard, and tissue and sealing papers. In 2023, the company had a turnover of EUR 6.1 billion and employed around 9 500 people.

15.5.2024

Zendesk – Acquisition of Ultimate Enterprises

We acted as Zendesk, Inc.’s Finnish legal counsel in its acquisition of Ultimate Enterprises Oy, an industry leading provider of service automation using AI technology. The cross-border acquisition was completed in cooperation with the transaction’s lead counsel Allen & Overy. Zendesk is a leading global technology company that provides software-as-a-service and customer experience (CX) products based in the US. The acquisition of Ultimate expands Zendesk’s AI-powered CX offerings.

26.3.2024

Efecte – European 24 Bidco’s public tender offer on Efecte

We are acting as the legal advisor to Efecte Plc in European 24 Bidco Oy’s voluntary public cash tender offer for all outstanding shares and options in Efecte. The tender offer values Efecte’s total equity at approximately EUR 100 million. European 24 Bidco is directly wholly owned by Matrix42 Holding GmbH. Matrix42 Holding is the holding entity of the Matrix42 Group, which provides innovative software solutions for digital workspace management. Matrix42 Holding is owned by funds advised by Corten Advisors UK LLP, a private equity firm. The combination of Efecte and Matrix42 Holding is expected to enable both companies and their respective customers to benefit from complementary product capabilities over time and to increase the scale, talent and capital of both companies to pursue and accelerate their growth ambition. Efecte’s shares are admitted to trading on First North Growth Market Finland. Efecte helps people digitalize and automate their work, and customers across Europe leverage Efecte’s cloud service to operate with greater agility, to improve the experience of end-users, and to save costs. 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 at the end of the first quarter or at the beginning of the second quarter of 2024.

18.1.2024

Remondis – Acquisition of all the shares in Delete Group

We acted as the lead counsel to REMONDIS Group and REMONDIS Maintenance & Services International GmbH in a cross-border acquisition of all the shares in Delete Group Oyj from its shareholders, including Axcel, a Nordic private equity firm. The redemption of all Delete Group’s outstanding senior secured notes was also carried out in connection with the transaction. The acquisition complements REMONDIS Maintenance & Services’ existing industrial cleaning business and marks the entry of the REMONDIS Group to the Finnish market. As a result of the transaction, Delete Group became the third industrial cleaning services company in the REMONDIS Group, alongside BUCHEN Industrial Services and REYM. Operating in Finland and Sweden, Delete Group is one of the leading providers of high-quality industrial cleaning services. It employs approximately 675 professionals in 29 locations. The sale and purchase agreement was signed in May 2023. The transaction was notified to the competition authorities in Finland and Sweden. We assisted REMONDIS in notifying the Finnish Competition and Consumer Authority. Mannheimer Swartling advised REMONDIS in matters under the laws of Sweden. REMONDIS Maintenance & Services belongs to the REMONDIS Group, one of the world’s largest recycling, service and water companies. REMONDIS employs more than 40,000 employees all around the globe in over 30 countries.

5.12.2023

Impinj – Acquisition of Voyantic

We advised Impinj, Inc. (NASDAQ: PI) in its acquisition of Voyantic Oy, a global provider of RFID (primarily RAIN and NFC) inlay and label design, manufacturing and test systems. Impinj designs and sells a platform based on RAIN RFID technology that enables wireless item-to-cloud connectivity and with which it and its partners innovate Internet of Things solutions globally. Impinj is headquartered in Seattle, Washington, USA.

27.4.2023

Caverion – Public tender offers of Crayfish BidCo and North Holdings 3

We acted as the legal advisor to Caverion Corporation in the voluntary public tender offer for all issued and outstanding shares in Caverion made by Crayfish BidCo Oy, which is controlled by private equity investor Triton Partners. We also advised Caverion in the preceding public tender offer for all shares in Caverion made by North Holdings 3 , a consortium of purchasers comprising private equity investor Bain Capital and the main shareholders. The two bidders competed aggressively each other in the beginning of 2023 and eventually valued the issued and outstanding shares in Caverion at well over one billion euros. In May 2023, North Holdings 3 Oy announced that it would not complete its tender offer. Crayfish BidCo Oy obtained all necessary authority permits in October 2023 and completed the tender offer at the end of 2023. Due to the competitive bidding between the purchasers, we focused in particular on providing strategic legal advice for the board and the management of Caverion and advice on competition law issues. In the competing tender offers on Caverion’s shares two new elements were introduced into the Finnish market practice: an offer consideration including an interest component that takes into account the time value of money and an offer consideration that allows the receiver to choose between a debt instrument or cash.

10.1.2023

Sibelco – Sale of abrasives activities

We advised SCR-Sibelco N.V. as the Finnish local counsel in the sale of its abrasives activities in Belgium, the Netherlands, Germany and Finland to EP Power Minerals GmbH. Sibelco is a global material solutions company with 5,100 employees operating in 31 countries. Sibelco delivers solutions for society and supports the progress of modern life, from drinking water sanitation to solar technology and from flame retardants to smartphone screens. The shares of SCR-Sibelco N.V. are listed on Euronext Brussels. EP Power Minerals GmbH is engaged in the management of power plant by-products, blasting abrasives and industrial wastes. EP Power Minerals GmbH is headquartered in Dinslaken, Germany and is part of Energetický a průmyslový holding, a Central European energy group.

13.12.2022

Caverion – North Holdings 3’s Public Tender Offer on Caverion

We are acting as the legal advisor to Caverion Corporation in North Holdings 3 Oy’s voluntary public cash tender offer for all issued and outstanding shares in Caverion. The tender offer values Caverion’s issued and outstanding shares in the aggregate at approximately EUR 955 million. North (BC) Lux Holdco SARL (a vehicle owned and controlled by funds managed or advised by Bain Capital Private Equity (Europe), LLP, and/or its affiliates), Security Trading Oy, Fennogens Investments S.A. and Corbis S.A. have formed a consortium for the purposes of the public tender offer, which indirectly will own North Holdings 3 following the completion of the tender offer. The contemplated tender offer is expected to enable Caverion to undertake an extensive transformation to sustainably improve its long-term performance. 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. Caverion’s shares are listed on the official list of Nasdaq Helsinki. Caverion is a Northern & Central European-based expert for smart and sustainable built environments, enabling performance and people’s well-being. Caverion offers expert guidance during the entire life cycle of buildings, infrastructure or industrial sites and processes: from design & build to projects, technical and industrial maintenance, facility management as well as advisory services. Caverion’s more than 14,000 professionals serve customers in 10 countries.

3.11.2022

F-Secure – Proposed separation of F-Secure’s Consumer Security business through a partial demerger

We act as legal advisor to F-Secure Corporation in the proposed separation of F-Secure’s Consumer Security business through a partial demerger. It is planned that the Consumer Security business will be transferred into a new independent company, to be named F-Secure Corporation and established in connection with the demerger, and which will be listed on the official list of Nasdaq Helsinki Ltd. The demerger is expected to become effective as of 30 June 2022. In connection with the demerger, F-Secure Corporation will retain its Corporate Security business, which is planned to be renamed as WithSecure Corporation. F-Secure Corporation (listed on the NASDAQ OMX Helsinki) is a global cyber security and privacy company with over 30 offices around the world and is headquartered in Helsinki, Finland.

17.2.2022

9Lives Group – Acquisition of Stella Kotipalvelut

We advised first aid and ambulance service company 9Lives Group Oy when it acquired the entire share capital of Stella Kotipalvelut Oy. The acquisition is at the heart of 9Lives’ strategy and is driven by, among other things, the SOTE reform and the megatrend of population aging. ‘Stella is one of the leading players in home care and personal care in Finland. By combining our strengths and expertise, we will have an even stronger foothold in the market as well as a more comprehensive service network, and we will be able to offer high-quality and versatile care close to the customer competitively. In addition, as a Finnish-owned and entrepreneur-driven operator, we are able to react to market changes quickly, in a customer-oriented and reliable manner’, says Markus Ulfstedt , CEO and owner of 9Lives. 9Lives is Finland’s largest private company providing first aid and ambulance services. The clients of its ambulance services are public actors and medical institutions. The company has also lately become known with COVID-19. The company’s turnover in 2020 was approximately EUR 20 million and it employs 800 people. Stella Kotipalvelut Oy is a company specialising in home care services, with a turnover of EUR 24 million in 2020. The company employs 1,600 people, of whom 520 are permanent employees.

5.1.2022

Metsä Board – Sale of Hangö Stevedoring

We are advising Metsä Board Corporation in the sale of the entire share capital of its fully owned subsidiary Oy Hangö Stevedoring Ab to Euroports Finland Oy. Hangö Stevedoring is a port operator in the Port of Hanko and its business is not part of Metsä Board’s core business. The company has approximately 180 employees and its sales in 2020 were approximately EUR 20 million. Metsä Board is a leading European producer of premium fresh fibre paperboards. Metsä Board focuses on lightweight and high-quality folding boxboards, food service boards and white kraftliners. Metsä Board is the forerunner in sustainability, and they aim to have completely fossil free mills and raw materials by 2030. In 2020, Metsä Board’s sales totalled EUR 1.9 billion, and they have around 2,400 employees. Metsä Board, part of Metsä Group, is listed on the Nasdaq Helsinki. Euroports Finland Oy is Finland’s leading full-service port operator, which offers a range of value-added services. Euroports Finland is part of the international Euroports Group, which operates in 32 terminals and logistic platforms globally and has a workforce of about 3,000 employees. The transaction is expected to be completed in the first quarter of 2022.

17.12.2021

Valio – Acquisition of Heinon Tukku

We advised Valio in the purchase of all the shares of Heinon Tukku Oy from Tukkuheino Oy and other shareholders. The acquisition is part of Valio’s aim to be a more comprehensive partner to restaurant and coffee shop professionals. In the future, Valio will be a single-source supplier of everything a professional kitchen needs, providing not only an extensive selection of raw materials, but also support in product development and in creating meal and snack concepts. ‘Acquiring Heinon Tukku is a natural step that aligns with our strategy. Our goal is to be a front runner in food sector solutions, and Heinon Tukku’s know-how and broad product portfolio will bring a significant addition to this. We also share a similar set of values. Heinon Tukku is a traditional family-owned company, and Valio’s owners, in turn, are Finnish dairy farmers’, says Tuomas Sorri , who is the head of the new business unit created by the acquisition. Valio is a Finnish dairy and food group founded in 1905 and is owned by Finnish regional dairy co-operatives. Valio has subsidiaries in Russia, Sweden, the Baltics, the USA and China. It had net sales of EUR 1,787 million in 2019 and employs over 4,000 professionals. Heinon Tukku Oy has been in business for over 120 years and is today one of Finland’s largest wholesalers serving professional kitchens. Heinon Tukku’s turnover in 2020 was about EUR 170 million. About 340 employees will transfer to Valio through the acquisition. The transaction was approved by the Finnish Competition and Consumer Authority in June 2021.

1.7.2021

Grafton Group – Acquisition of IKH

We advised international building materials distributor and DIY retailer Grafton Group plc in its acquisition of Finnish Isojoen Konehalli Oy and Jokapaikka Oy (IKH). IKH is one of the largest workwear and personal protective equipment, tools, spare parts and accessories technical wholesalers and distributors in Finland. The consideration payable for IKH is EUR 199.3 million on a cash and debt-free basis. ‘The acquisition of IKH is an exciting development that gives Grafton a presence in Finland for the first time and broadens its market position. It will also strengthen the group’s operations in the mainland European market in line with our international development strategy. IKH is a high-quality business with a strong market position and an experienced management team that provides Grafton with a new growth platform in the Nordic Region. We look forward to welcoming the IKH management team and their colleagues to Grafton’, Gavin Slark , CEO of Grafton, comments. Our team, which includes members from several practice areas, advised Grafton in all legal aspects of the acquisition and negotiating the entire transaction documentation. Grafton Group plc is an international distributor of building materials to trade customers and has leading regional or national positions in the merchanting markets in the UK, Ireland and the Netherlands. Grafton trades from circa 550 branches and has circa 11,000 colleagues. Headquarters are located in Dublin, Ireland. Grafton is listed on the London Stock Exchange. IKH, a family owned business founded in 1956 and originally focused on agricultural spares and machinery, has approximately 400 employees and is headquartered in Kauhajoki, where its well-invested distribution and logistics centre is located. IKH is currently developing a market presence in Sweden and Estonia.

24.6.2021

Ferrovial – Sale of Wondo Mobility

We advised Spanish Ferrovial Mobility in the sale of Wondo Mobility to MaaS Global Ltd. The transaction is being implemented as a share swap in which Ferrovial will receive shares in Maas Global and become MaaS Global’s strategic investor. MaaS Global, the company behind the award-winning Whim app, and Wondo are both on a mission to transform the global transport sector, which is expected to boom to €7.6 trillion by 2030. MaaS Global and Wondo will provide sustainable mobility in cities around the world and freedom of mobility for the people. Wondo provides citizens with easy access to the main urban mobility services. It includes public transport, taxis and private carsharing and ridesharing operators. Wondo enables users to reach their destination efficiently and sustainably. MaaS Global, founded in 2015, is the world leader in the field of Mobility-as-a-Service (MaaS). Ferrovial is a a leading global infrastructure operator focusing on sustainable mobility infrastructure and urban services and is committed to developing sustainable solutions. It is publicly traded and employs more than 80,000 people. It is a member of Spain’s blue-chip IBEX 35 index and included in the Dow Jones Sustainability Index and FTSE4Good. All its operations are conducted in compliance with the principles of the UN Global Compact.

4.6.2021

Signal Holding – Acquisition of Signal Partners

We acted as the legal advisor to Signal Holding Oy in its acquisition of the entire share capital of Signal Partners Oy. Signal Partners was founded in 2010 and its mission is to help companies mobilise their business: to un-leash the possibilities of mobile work and technology as well as manage IT infrastructure and wireless op-portunities. Signal Partners operates primarily in the Nordics and serves its internationally operating cus-tomers around the world.

15.12.2020

Schibsted – Acquisition of Oikotie

We assisted the Norwegian Schibsted group in a transaction where Schibsted Nordic Marketplaces AS purchased the entire share capital of Oikotie Ltd from the Sanoma media group at an enterprise value of EUR 185 million. Oikotie has the leading Finnish online classifieds marketplaces in recruiting and housing, as well as sites focused on construction and renovation (rakentaja.fi) and electricity comparison (sahkovertailu.fi). Schibsted is one of the leading media groups in the Nordics, and has owned Tori.fi for over a decade. The acquisition of Oikotie will enable Schibsted to widen their scope on the Finnish online market and show their long-term commitment to the Finnish market. Together, Tori and Oikotie will be a leading player within online marketplaces in Finland, reaching over 44 million monthly visits. Oikotie and Tori will continue as independent brands, working closely together as a combined organisation under Schibsted Marketplaces Finland.

17.7.2020

Wolt – EUR 100 Million Funding Round

We advised Wolt Enterprises Oy as its Finnish counsel in securing a new EUR 100 million round of funding. The round was raised from current investors, including ICONIQ Capital, Highland Europe, 83North and EQT Ventures, with Goldman Sachs’ Growth Equity team joining as a new investor. We previously assisted Wolt in two financing rounds in 2018–2019, in which Wolt raised a total of EUR 137 million of venture capital investments from international and Finnish investors. The purpose of the 2019 round was to fuel growth, marketing and hiring. Since then, Wolt has grown to serve 5 million customers in 22 countries. Wolt is a Finnish technology company operating in the food delivery industry.

19.5.2020

Peptonic Medical – Acquisition of Majority Stake in Lune Group

We advised Peptonic Medical AB (publ), a Swedish medical development company, in the acquisition of a majority stake in Lune Group Oy Ltd, a Finnish company that sells the Lunette menstrual cup. The acquisition allows Peptonic to grow and expand its product portfolio by enabling the merger of two strong women’s health and selfcare brands with several synergies. In addition, the acquisition gives Peptonic access to a global distribution network that is already up and running, including in the United States. Peptonic is listed on the Spotlight Stock Market in Stockholm, Sweden. Lune Group was founded in 2005 by CEO Heli Kurjanen and has earned its place as a top global menstrual cup company through its continued focus on quality, safety, sustainability and inclusivity. Lune Group Oy Ltd has a subsidiary in North America. The completion of the acquisition is subject to certain customary conditions and is expected to occur during June 2020.

18.5.2020

Addtech – Acquisition of Elkome Group Oy

We advised Addtech Group in the acquisition of all shares outstanding in Elkome Group Oy. Elkome Group includes Elkome Group Oy and its subsidiaries Elkome Systems Oy, Elkome Installaatiot Oy, and Elkome Software Oy. The sale and purchase agreement was signed on 5 March 2020, and the acquisition was closed on 1 April 2020. Addtech is a Swedish technology trading group that provides technological and economic value added in the link between manufacturers and customers. Its customers primarily operate in the manufacturing industry and public sector. Addtech has about 2,900 employees in more than 130 subsidiaries that operate under their own brands. The Group has annual sales of about SEK 11 billion. Addtech is listed on the Nasdaq Stockholm. Elkome develops, integrates and delivers solutions for applications in industrial IoT primarily for industrial production, smart cities and infrastructure. Elkome’s offering includes customised computer systems, test systems, info kiosks, software, sensors and industrial communication. Elkome has 38 employees and sales of approximately EUR 8 million.

20.4.2020

Shareholders of Machinery Group – Sale of All Shares in Machinery Group

We advised Yleiselektroniikka Oyj’s largest shareholder, Preato Capital AB, and other shareholders of Machinery Group Oy in the sale of the entire share capital of Machinery Group to Yleiselektroniikka Oyj for a cash consideration of EUR 18.75 million. The sale and purchase agreement was signed on 3 February 2020, and Yleiselektroniikka’s extraordinary general meeting approved the acquisition on 2 March 2020. The acquisition is estimated to nearly double Yleiselektroniikka’s net sales. Machinery Group Oy, founded in 1911, is a Finnish technical wholesale company. Machinery Group employs approximately 90 people and had an unaudited net sales of over EUR 52 million in 2019. Yleiselektroniikka Oyj is one of Finland’s most significant component and production equipment suppliers. Established in 1969, the company is Northern Europe’s oldest independent component distributor. Yleiselektroniikka has operations in five countries and its shares are listed on Nasdaq Helsinki Oy. Preato Capital AB is a privately owned investment company that invests in small and medium-sized established and profitable companies in the Nordic region.

9.3.2020

Fortum – Divestment of the District Heating Business in Joensuu

We advised Fortum in all legal aspects of the divestment of its district heating business in Joensuu, including the related demerger and legal separation project. The business will be acquired by Savon Voima Oyj, the total consideration on a debt- and cash-free basis being approximately EUR 530 million. Fortum produced approximately 550 GWh of heat and approximately 240 GWh of power in Joensuu in 2018. The business generated an EBITDA of approximately EUR 20 million and is currently employing three Fortum employees as the operation and maintenance services are sourced from an external partner. The business transformation of the Joensuu plant to lower carbon intensity has largely been done and the detailed plans for further decarbonisation have been prepared.

30.12.2019

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