Jaakko Henriksson

Avesco – Acquisition of Vatupassi Törmälä

We advised Avesco AG in a transaction whereby it acquired all the shares in Vatupassi Törmälä Oy. We also advised Avesco AG in the corporate structuring following the transaction. Vatupassi Törmälä Oy is a Finnish equipment rental company specialising in the rental of construction equipment. It has offices in five locations in Central Finland. Avesco AG is a family owned, leading machinery rental company in Switzerland. The company employs over 1,100 employees in Switzerland, Austria, Finland and the Baltics. Avesco AG is also the official partner of machinery manufacturer Caterpillar. After the transaction Avesco Rent Oy and Vatupassi Törmälä Oy will be merged and the operations are continued under the Vatupassi brand.

13.6.2024

Purmo Group – Project Grand Bidco’s public tender offer on Purmo Group

We are acting as the legal advisor to Purmo Group Plc in Project Grand Bidco (UK) Limited’s voluntary public cash tender offer for all the issued and outstanding shares in Purmo Group. The tender offer values Purmo Group’s total equity at approximately EUR 392 million. Project Grand Bidco (UK) Limited is a special purpose vehicle incorporated and existing under the laws of England and Wales that will be indirectly owned by a consortium formed for purposes of the tender offer of certain affiliated funds of Apollo Global Management, Inc. and its subsidiaries, and Rettig Oy Ab. The consortium intends to support the development of Purmo Group with industrial expertise, and the planned tender offer is expected to accelerate the implementation of Purmo Group’s growth strategy. Purmo Group’s class C shares are listed on the official list of Nasdaq Helsinki. Purmo Group is at the centre of the global sustainability journey by offering full solutions and sustainable ways of heating and cooling homes to mitigate global warming. Purmo Group provides complete heating and cooling solutions to residential and non-residential buildings, including underfloor heating and cooling systems, a broad range of radiators, heat pumps, flow control and hydronic distribution systems, as well as smart products. 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 second quarter or at the beginning of the third quarter of 2024.

26.4.2024

Evli – Strategic partnership with Bregal Milestone to accelerate growth in Allshares

We advise Evli, a leading Nordic investment and wealth management company, in a strategic partnership with Bregal Milestone. The objective of the strategic partnership is to grow the business of Evli Alexander Incentives Oy. In connection with the strategic partnership and to reflect its new vision and strategy, Evli Alexander Incentives Oy will be rebranded to Allshares Oy. As part of the partnership arrangement Bregal Milestone has agreed to invest over EUR 65 million in Allshares to acquire shares owned by certain minority shareholders and to fund future organic and inorganic growth in the company. Following completion of the arrangement, Bregal Milestone will own 55 percent of the shares and votes in Allshares, Evli Plc will own 42 percent, and Allshares’ management will own the remaining 3 percent. The arrangement will mark a significant strategic and financial partnership for Evli Plc and is expected to increase the value of Evli Plc’s ownership in Allshares over a longer period. ‘We are very excited to partner with Bregal Milestone, who shares our vision of becoming the leading provider of share-based incentive and compensation plan management and design in Europe and beyond. With their support, we will be able to accelerate our growth, invest in our platform, and enter new markets. We believe that this partnership will create significant value for our clients, employees, and shareholders,’ Maunu Lehtimäki, CEO of Evli comments. Bregal Milestone is a leading European growth private equity firm and enjoys a strong track record in scaling Nordic champions across Europe via organic and inorganic growth. Bregal Milestone will bring strategic guidance, operational support, financial resources, and access to its deep network of partners and contacts to accelerate organic and inorganic growth of Allshares.

7.3.2024

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

Voisin Consulting Life Sciences (VCLS) – Acquisition of MedEngine

We advised Voisin Consulting Life Sciences (VCLS) on the acquisition of MedEngine, a leading medical science agency in the Nordics. MedEngine is a digitally minded, premium service provider for the pharmaceutical industry, built upon extensive academic expertise and years of experience in the industry. Founded in 2014, MedEngine has a strong presence across the Nordic countries with offices in Helsinki (Finland), Copenhagen (Denmark), and Stockholm (Sweden). Founded in 1997, VCLS provides end-to-end HealthTech solutions to support biotechnology, pharmaceutical and MedTech manufacturers throughout their product development. With offices in the US, France, UK, Switzerland, Denmark, Madagascar, India, and China, VCLS serves a broad range of developers and investors in HealthTech.

7.11.2023

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

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

Lifa Air – Listing on First North

We advised Lifa Air Plc in its listing on Nasdaq First North Growth Market Finland. The company raised gross proceeds of approximately EUR 7.7 million in the initial public offering that consisted of public, institutional and personnel offerings. After the IPO, the company has over 1,100 shareholders. ‘The listing and the funds raised through the IPO will support us in implementing our growth strategy. Many things create demand for Lifa Air’s products, ranging from the pandemic with no foreseeable end, new airborne diseases and pathogens, the increase of air pollutants and an increasingly poor quality of indoor air as well as geopolitical threats’, says Vesa Mäkipää , CEO of Lifa Air. Trading in Lifa Air’s shares began on First North on 20 April 2022. Lifa Air is a Finnish technology company established in 1988 and headquartered in Helsinki. It offers solutions for clean breathing air. Lifa Air’s business is divided into three business segments: air purifiers, respirators and medical face masks, and ventilation hygiene products.

21.4.2022

WithSecure – Directed share issue raising of 77 million euros in an accelerated book-building offering

We assisted WithSecure Corporation, previously known as F-Secure Corporation in a successful accelerated book-built share issue to selected institutional investors announced on 23 March 2022. The offering comprised 15,800,000 new shares in the company and it was organised by Carnegie Investment Bank AB, Finland Branch. The offering attracted strong domestic and international demand from more than 50 high-quality institutional investors. WithSecure received gross proceeds of approximately EUR 77 million as a result of the offering. The company intends to use the proceeds from the offering to finance the implementation of the growth strategy relating to its corporate security business.

29.3.2022

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

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.

4.2.2022

Digital Workforce Services – Listing on First North

We advised Digital Workforce Services Plc in its listing on Nasdaq First North Growth Market Finland. The initial public offering consisted of public, institutional and personnel offerings and was oversubscribed multiple times. Based on the offering, the Company’s market capitalisation corresponded approximately to a total of EUR 72.5 million. Digital Workforce raised gross proceeds of approximately EUR 22.5 million from the IPO. The number of shareholders will increase to more than 5,600 after the IPO. ‘The listing enables investments in growth and helps us in executing our strategy. We will now continue our growth story together with all our new shareholders’, says CEO Mika Vainio-Mattila. Trading in Digital Workforce’s shares began on First North on 3 December 2021. Digital Workforce is a Finnish Intelligent Automation (IA) and Robotic Process Automation (RPA) services provider. Digital Workforce helps its customers to automate knowledge work tasks and business processes with IA through its digital workers. Digital Workers are software robots that are in essence automated team members that execute business processes with no significant changes to the customer’s existing systems.

3.12.2021

Norrhydro Group – Listing on First North

We were Norrhydro Group Plc’s legal advisor in the company’s listing on Nasdaq First North Growth Market Finland. The initial public offering consisted of public and institutional offerings and was oversubscribed 7.0 times. Norrhydro Group raised gross proceeds of approximately EUR 8 million from the IPO and gained approximately 12,000 new shareholders. ‘Our goal was to attract many new institutional and private investors as Norrhydro shareholders, and the offering was a great success on both counts’, says Norrhydro’s CEO Yrjö Trög. Trading in the company’s shares began on First North on 1 December 2021. Norrhydro is a Finnish pioneer of motion solutions and a provider and system supplier of energy efficient hydraulic cylinders. The company is specialised in high-quality, tailored and energy-efficient hydraulic cylinders, demanding linear motion solutions and mobile machinery. In 2020, the company’s turnover was EUR 19.9 million, EBITDA 3.8 million and operating profit 3.0 million.

1.12.2021

Kansallisholding and Redeve – Sale of Shares in Rakennuttajatoimisto HTJ to Sievi Capital

We assisted Kansallisholding Oy and Redeve Oy, the shareholders of Rakennuttajatoimisto HTJ Oy, in the sale of their shares in Rakennuttajatoimisto HTJ. The purchaser is Sievi Capital Plc, which is a private equity investment company listed on the official list of the Helsinki Stock Exchange. The transaction will be carried out by a new company. After the completion of the transaction, Sievi Capital’s holding in the company will be 92.4%. The other owners of the company will include HTJ’s executives and members of the board of directors. The debt-free purchase price of the transaction is EUR 13.75 million. HTJ is a construction management company founded in 1999 that offers its customers a wide range of expert services in construction management, site supervision, energy and environmental consulting, and project management. The company employs approximately 150 experts. Headquartered in Vantaa, the company also has offices in Tampere, Turku and Hämeenlinna. In 2020, HTJ’s net sales were EUR 18.5 million. Sievi Capital is a private equity investment company that invests in small and medium-sized Finnish companies. Sievi Capital is a long-term and committed partner with management and co-owners in target companies and actively supports growth, performance and value creation.

6.10.2021

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.

29.9.2021

EcoUp – Listing on First North

We assisted EcoUp Oyj and lead manager Alexander Corporate Finance Oy in EcoUp’s listing on Nasdaq First North Growth Market Finland. The initial public offering consisted of public, institutional and personnel offerings and was oversubscribed. EcoUp raised gross proceeds of approximately EUR 15 million from the IPO and gained approximately 4,500 new shareholders. ‘We see promising growth opportunities on many fronts, such as in thermal insulation slabs and particularly in new circular economy technology, both in Finland and internationally. Financing these growth projects required the support of a wider group of investors. We would like to welcome all our existing and new owners to join us in promoting the circular economy and reducing the environmental load of the construction industry’, says EcoUp’s Managing Director Antti Ollikainen. Trading in the company’s shares began on First North on 29 September 2021. EcoUp provides its customers with carbon-neutral, resource-efficient, energy-saving and competitive products, services and technologies that help make their customer’s operations more ecological. The company’s main business areas are circular economy products and service for the construction industry as well as circular economy technologies. EcoUP is the first purely circular economy company to be listed in Finland.

29.9.2021

Solwers – Listing on First North

We assisted Solwers Plc and lead manager UB Securities in Solwers’ listing on Nasdaq First North Growth Market Finland. The initial public offering consisted of public, institutional and personnel offerings and was oversubscribed. The company raised gross proceeds of approximately EUR 9 million from the IPO and has a total of over 5,000 shareholders after the IPO. ‘Our IPO was a great success, and the proceeds will support us in our future growth. Our goal is to create value for our shareholders by being the preferred partner in the visionary and sustainable design of new living environments. I would like to warmly welcome our new shareholders to join us in this work’, says Leif Sebbas, Solwers’ chairman. Trading in Solwers’ shares began on First North on 18 June 2021. Solwers is a growth-oriented group of expert companies that design unique and sustainable living environments. Solwers offers design and project management services extensively through 19 operative companies and employs more than 400 respected professionals in their fields.

18.6.2021

Exiting Shareholders – Equity Investments by Ilmarinen and Elo in Saka

We represented the exiting shareholders, IAIK Ltd, Kaski Capital Ltd and Eero Kaski, of pre-owned car retailer Suomen Autokauppa Ltd (Saka) in a transaction in which Finnish mutual pension companies Ilmarinen and Elo made equity investments in the company. The investments strengthen Saka’s ownership structure and board and create a strong foundation for the company’s international expansion and for the implementation of its growth strategy. Following the investment, Elo and Ilmarinen will own approximately 19% of the company. The majority of the company is owned by the founding Poukkula family and the company’s management Saka is a leading retail chain focusing on pre-owned passenger cars founded by the Kaski and Poukkula families in 2015. The company’s headquarters are in Oulu and it operates nationwide through 21 stores as well as modern online channels.

19.5.2021

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