Janne Lauha

Lenders and Export Credit Agencies – EUR 514.4 million green project financing for Easpring Finland New Materials’ CAM plant

We acted as Finnish law legal adviser to the lenders and the export credit agencies in connection with the EUR 514.4 million green project financing for the development and construction of Easpring Finland New Materials Oy’s cathode active material (CAM) manufacturing plant in Kotka, Finland. The borrower, Easpring Finland New Materials Oy, is a joint venture owned by Beijing Easpring Material Technology, Finnish Minerals Group and LG Energy Solution. The financing was provided by six international commercial banks, with Société Générale acting as financial adviser and mandated lead arranger together with Natixis as co-mandated lead arranger, and DNB, ICBC, ING and Standard Chartered participating as lenders, with support from the export credit agencies Finnvera and Sinosure. The project represents a significant milestone for Finland and the European battery value chain by strengthening Europe’s domestic supply of cathode active materials, a key component in lithium-ion batteries for electric vehicles and energy storage applications. Once the first phase of the project is operational, the Kotka facility is expected to produce approximately 60,000 tonnes of cathode active material annually, making it one of the largest CAM production plants in Europe and supplying leading battery manufacturers across Europe.

21.7.2026

Suominen Corporation – Rights Issue

We advised Suominen Corporation in connection with its rights issue. The offering was oversubscribed, and the company raised gross proceeds of approximately EUR 28 million. We also advised Suominen in connection with the renegotiation of the terms of the company’s three-year EUR 100 million syndicated credit facility, under which the maturity was extended and headroom was added to the financial covenants. “I would like to thank our shareholders for their support and confidence in Suominen’s future. The completion of the Offering will enable us to accelerate the implementation of our Full Potential Program while strengthening our capital structure. Our transformation particularly focuses on enhancing the reliability and efficiency of our production and supply, and on reinforcing our commercial capabilities, allowing us to better meet the expectations of our customers and shareholders”, comments Charles Héaulmé, President and CEO of Suominen. Suominen is a nonwovens manufacturer operating in global markets. Suominen creates value by taking fiber raw materials and turning them into nonwovens that the company’s customers convert into both consumer and professional end products. Suominen’s vision is to be the frontrunner for nonwovens innovation and sustainability. Suominen’s net sales in 2025 were EUR 412.4 million and the company has almost 700 professionals working in Europe and in the Americas. Suominen’s shares are listed on Nasdaq Helsinki.

6.7.2026

Hiab – Financing for USD 1,035 million acquisition of Labrie Environmental Group

We are advising Hiab Corporation in the financing for its USD 1,035 million acquisition of Labrie Environmental Group, a leading North American refuse collection vehicle (“RCV”) manufacturer, from Wynnchurch Capital, L.P. Hiab Corporation (Nasdaq Helsinki: HIAB) is a leading provider of smart and sustainable on-road load handling solutions, with 2025 sales of approximately EUR 1.6 billion and approximately 4,000 employees, operating through a global network spanning over 100 countries. Labrie Group is a leading North American provider of RCVs, employing approximately 1,200 people.

1.6.2026

Taaleri – Acquisition of a majority stake in Nordic Science Investments

We are acting as legal adviser to Taaleri Plc on its acquisition of a 51 per cent ownership stake in Nordic Science Investments Oy (NSI), marking Taaleri’s expansion into deeptech-driven venture capital. Through the transaction, Taaleri broadens its private equity offering into early-stage venture capital funds as well as the commercialisation and scaling of research-driven innovations. NSI is a Finnish venture capital fund manager operating across the Nordic and Baltic regions, focusing on early-stage investments in research- and science-based technologies. Its portfolio companies develop, among other things, health technologies, life sciences, advanced materials and AI-driven solutions. In addition to providing growth capital, NSI supports spin-out companies with strategic guidance, access to networks and assistance in building teams during the early phases of business development. NSI’s first fund, the EUR 45 million NSI Nordic Science I Ky, was established in 2024 and has to date invested in 22 early-stage companies in Finland, Sweden and the Baltic countries. Taaleri is a specialist in investments, private asset management and non-life insurance, with a strong position in renewable energy, bioindustry and housing investments as well as credit risk insurance. Taaleri has EUR 2.7 billion of assets under management in its private equity funds, co-investments and single-asset vehicles, employs approximately 130 people and is listed on Nasdaq Helsinki. The founders of NSI will continue in their operational roles following the transaction. The completion of the transaction is subject to approval by the FIN-FSA.

13.4.2026

Aktia Bank – EUR 80 million AT1 bond

We advised Aktia Bank Plc on the issuance of an EUR 80 million Additional Tier 1 (AT1) bond. The bond pays a fixed interest rate of 6.75 per cent semi-annually. The bond is perpetual, and Aktia has the right to redeem or repurchase it in accordance with the terms of the bond, subject to certain conditions. The bond was issued on 1 April 2026. In addition, we assisted Aktia in listing the bond on the Nasdaq Helsinki Ltd stock exchange. For the listing, we prepared Finland’s first EU Follow-on prospectus for a bond. The EU Follow-on prospectus was introduced on 5 March 2026 with an update to the Prospectus Regulation (EU) No. 2017/1129. The EU Follow-on prospectus is a new type of prospectus that can be used, among others, by issuers whose securities have been admitted to trading on a regulated market continuously for at least the 18 months preceding the offer to the public or the admission to trading on a regulated market of the new securities. A follow-on prospectus is simpler than a so-called traditional prospectus, and it is intended to avoid repeating information that the issuer has already disclosed. Nordea Bank Abp acts as the sole structuring advisor for the issue of the Notes. Nordea Bank Abp, Danske Bank A/S and ABN Amro Bank N.V. act as the lead managers for the issue of the Notes.

7.4.2026

Fingrid – Update of EMTN Programme

We advised Fingrid Oyj on the Finnish law aspects in the update of a EUR 3 billion Euro Medium Term Note programme (EMTN). Notes issued under the programme may be listed on the Irish Stock Exchange. Fingrid operates Finland’s main electricity transmission grid and all significant cross-border transmission connections. The main grid is the backbone of the electricity transmission network, to which major power plants, industrial plants and regional electricity distribution networks are connected.

17.3.2026

Fingrid – Ilmarinen’s sale of shares to the Finnish State and OP Pohjola Kantaverkko

We advise Fingrid Oyj in a transaction in which Ilmarinen Mutual Pension Insurance Company is selling its holding of approximately 20 per cent of the shares in Fingrid to the Finnish State and OP Pohjola Kantaverkko Holding Ky. Fingrid owns Finland’s main electricity transmission grid and all significant cross-border transmission connections. The main grid is the backbone of the electricity transmission network, to which major power plants, industrial plants and regional electricity distribution networks are connected.

11.2.2026

S-Bank – Issuance of EUR 150 million SNP notes and tender offer for notes maturing in 2026

We advised S-Bank Plc in its issuance of a EUR 150 million Senior Non-Preferred Notes and on the tender offer of its EUR 150 million Senior Preferred MREL Eligible Notes maturing in 2026. The tender offer required prior approval from the Finnish Financial Stability Authority based on the Commission’s regulatory technical standards (EU) 2023/827. The Stability Authority granted S-Bank a permission for repurchases of the notes. Based on the permission, S-Bank replaced the notes with own funds or eligible liabilities instruments of equal or higher quality at terms that are sustainable for the income capacity of S-Bank. According to the final tender offer results published on 10 December 2025, S-Bank repurchased a total of EUR 97.9 million of the notes. The new notes will pay a floating interest rate, which is determined based on 3-month Euribor added with a margin of 1.35 per cent. The notes were issued on 11 December 2025 and listed on Nasdaq Helsinki Ltd. The maturity date of the notes is 11 December 2029. The purpose of the issue was to meet the minimum requirement for own funds and eligible liabilities (MREL) and to finance the bank’s activities.

18.12.2025

Ålandsbanken – Consent solicitation process regarding T2 instruments and issue of SEK 350 million AT1 notes

We advised Ålandsbanken Abp in the consent solicitation process regarding its SEK 150,000,000 Tier 2 notes due December 2041 and SEK 200,000,000 Tier 2 notes due March 2043. The terms and conditions of the aforementioned instruments were amended by removing the write-down mechanisms in the consent solicitation process. In addition, we advised Ålandsbanken Abp on the issue of SEK 350 million Additional Tier 1 notes. The notes bear floating interest at the rate of STIBOR three months plus a margin of 3.35 per cent per annum. The AT1 notes were issued on 20 November 2025, and admitted to trading on the official list of Nasdaq Helsinki Ltd. The instrument has no maturity date and qualifies as Additional Tier 1 capital in accordance with the EU Capital Requirements Regulation. The issue strengthens Ålandsbanken’s capital structure by taking advantage of favourable market conditions.

10.12.2025

Enersize – Rights issue and warrants

We acted as the legal counsel to Enersize Plc, in its rights issue, where the company raised gross proceeds of approximately MSEK 8.3 in order to promote continued growth and be able to meet increased demand from its customers. The proceeds were allocated to market expansion and sales efforts as well as product, licence and technical validation and development, amongst other things. In connection with the rights issue, warrants were issued free of charge and the subscription period for new shares pursuant to the warrants will run from 1 October 2025 up to and including 15 October 2025. Enersize is a Finnish public limited company having its shares listed on Nasdaq Stockholm First North Growth Market. The company’s shares are traded only in Sweden. Enersize develops and provides software, tools, and services to improve the energy efficiency of industrial compressed air systems, serving industrial companies for whom energy efficiency is both an economic and environmental consideration. With the aim of reducing energy consumption, detecting leaks, and improving performance, its technology enables detailed monitoring, analysis, and real-time optimisation of compressed air systems.

21.11.2025

WithSecure – Diana BidCo’s public tender offer on WithSecure

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.

8.8.2025

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.

5.8.2025

Glaston – Reverse share split

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.

27.6.2025

Metsä Board – EUR 200 million green notes

We advised Metsä Board Corporation on the issuance of senior unsecured green notes of EUR 200 million. The maturity of the notes is six years, and they mature on 28 May 2031. The notes carry fixed annual interest of 3.875 per cent., and the issue price of the notes is 99.570 per cent. The notes were allocated to both Finnish and foreign investors. ‘We are delighted with the trust and interest shown by investors in Metsä Board’s first green bond. This arrangement extends the maturity of our financing and supports our strategy to grow in fibre-based packaging materials and renew our industrial operations. It also contributes to the achievement of our ambitious sustainability targets for 2030’, comments Henri Sederholm, CFO of Metsä Board. Danske Bank A/S and Skandinaviska Enskilda Banken AB (publ) acted as joint lead managers for the issue of the Notes.

27.5.2025

Savings Banks Group – Sale of Sb Life Insurance

We advised the Savings Banks Group on an arrangement whereby the shares in Sp-Henkivakuutus Oy were sold to Henki-Fennia and at the same time the parties agreed on a long-term distribution cooperation for insurance savings and loan protection products. The closing of the transaction remains subject to regulatory approvals. Sb Life Insurance is a domestic life insurance company, established in 2007, offering insurance savings and risk insurance products to private customers and companies. The Savings Banks and Oma Säästöpankki Oyj act as agents for Sp-Life Insurance. Henki-Fennia is a subsidiary of Keskinäinen Vakuutusyhtiö Fennia, specialising in voluntary life, pension and savings insurance.

11.4.2025

Nokian Brewery – Listing on First North

We advised Nokian Brewery Plc in its listing on Nasdaq First North Growth Market Finland. Investor demand in the IPO, which consisted of a public and institutional offering, was very strong and the IPO was oversubscribed. Nokian Brewery raised gross proceeds of approximately EUR 10 million from the IPO. In the IPO subscriptions were received from more than 2,900 investors and as a result of IPO the number of shareholders in the company increased to more than 4,700 shareholders. The IPO gives us a strong platform for the next years of growth. We are grateful to investors for their confidence and excited about what we can achieve together. This is the beginning of a new chapter in the Nokian Brewery story. – Janne Paavola, CEO Trading in Nokian Brewery’s shares began on First North on 3 April 2025 with trading symbol BEER. Nokian Brewery is Finland’s second largest microbrewery and fifth largest brewery in terms of turnover in 2023. Nokian Brewery is particularly known for its Keisari beers. Nokian Panimo manufactures all its products at its production facility in Nokia, and in 2024 its sales volume totalled more than 8.3 million litres and turnover was EUR 11.9 million. Domesticity, responsibility and sustainable practices are at the heart of Nokian Brewery.

3.4.2025

Fingrid – Update of EMTN Programme

We advised Fingrid Oyj on the Finnish law aspects of the update of an EMTN programme and increase to EUR 3 billion. Notes issued under the programme may be admitted to trading on Euronext Dublin. Fingrid Oyj is Finland’s transmission system operator.

2.4.2025

S-Bank – Bond transactions totalling EUR 1.45 billion for acquisition of Svenska Handelsbanken’s operations

We have advised S-Bank Plc in four bond transactions totalling EUR 1.45 billion that provided financing for S-Bank’s acquisition of Svenska Handelsbanken AB’s Finnish private customer, asset management and investment services operations. In 2023, we advised S-Bank in supplementing their earlier bond programme and in the issuance of two new bonds. S-Bank’s first covered bond, valued at EUR 500 million, was issued in September 2023. In addition to general corporate purposes, the purpose of the issue was to finance the acquisition of Svenska Handelsbanken AB’s Finnish private customer, asset management and investment services operations. Further, a EUR 150 million senior preferred MREL eligible bond was issued in November 2023 and the purpose of the issue was to meet the minimum requirement for own funds and eligible liabilities (MREL) and to finance the bank’s activities. In 2024, we have advised S-Bank Plc in the update of a EUR 3 billion bond programme. Under the programme, S-Bank may issue senior preferred MREL eligible notes, covered bonds and additional tier 1 capital notes. In February of 2024, we advised S-Bank in its issuance of a EUR 300 million senior preferred MREL eligible bond and on the tender offer of its EUR 220 million senior preferred MREL eligible bond maturing in 2025. The tender offer required the prior permission of the Finnish Financial Stability Authority based on Commission Delegated Regulation 2023/827 on technical standards for the reduction of own funds and eligible liabilities prior authorisation. The Stability Authority granted S-Bank a permission for repurchases of the notes. Based on the permission, S-Bank replaced the notes with own funds or eligible liabilities instruments of equal or higher quality at terms that are sustainable for the income capacity of S-Bank. The final tender offer results were announced in February 2024. In April 2024, we further advised S-Bank in supplementing their base prospectus and issue of their second covered bond of EUR 500 million. The covered bond’s maturity date is 16 April 2030.

30.7.2024

Multitude – Relocation from Finland to Switzerland

We act as the lead legal counsel in the groundbreaking case of Multitude SE’s (Multitude) proposed relocation from Finland to Switzerland. The first phase of the relocation, involving the transfer of Multitude’s registered office from Finland to Malta pursuant to SE Regulation, was successfully completed on 30 June 2024. In this connection, Multitude’s shares were removed from the Finnish book-entry system and the issuer central securities depository of the shares changed from Euroclear Finland Oy to the CSD operated by the Malta Stock Exchange. In practice, all of Multitude’s shares are now held through Clearstream. In Malta, the company is anticipated to be converted into a public limited liability company under Maltese law, following which it will seek redomiciliation from Malta to Switzerland. Given that Finnish legislation does not allow for direct relocation to a non-European Economic Area country such as Switzerland while preserving the company’s legal personality, the process necessitated a multi-jurisdictional strategy as outlined above. Our mandate encompasses advising Multitude on all aspects governed by Finnish law concerning the proposed relocation and coordinating the work of local legal counsel and various other advisors involved in the project. The process also involved a written procedure to amend Multitude’s existing subordinated capital notes and senior bonds to facilitate the relocation as well as placement of EUR 80 million senior guaranteed notes by a newly established Multitude Capital Oyj. ”The transfer to Malta marks a significant step in Multitude’s journey. This pioneering and complex process has been successfully implemented with the invaluable support of our own team and advisors. Castrén & Snellman has masterfully orchestrated the entire project, ensuring seamless coordination across multiple jurisdictions. We look forward to achieving our next step with the further relocation to Switzerland”, says Jorma Jokela, Multitude’s CEO. Multitude is a fully regulated growth platform for financial technology, employing over 700 individuals across 25 countries. Its shares are listed on the regulated market (Prime Standard) of the Frankfurt Stock Exchange.

1.7.2024

Enersize – Rights issue

We acted as the legal counsel to Enersize Plc, in its rights issue, where the company raised gross proceeds of approximately MSEK 12.8 in order to promote continued growth and be able to meet increased demand from its customers. The proceeds were allocated to sales and marketing as well as the strengthening of the delivery organisation, amongst other things. Enersize is a Finnish public limited company having its shares listed on Nasdaq Stockholm First North Growth Market. The company’s shares are traded only in Sweden. Enersize develops and provides software, tools, and services to improve the energy efficiency of industrial compressed air systems, serving industrial companies for whom energy efficiency is both an economic and environmental consideration. With the aim of reducing energy consumption, detecting leaks, and improving performance, its technology enables detailed monitoring, analysis, and real-time optimisation of compressed air systems.

10.6.2024

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

SATO – Rights Issue

We advised SATO Corporation and lead manager Skandinaviska Enskilda Banken AB (publ) Helsinki Branch in a rights issue. SATO received gross proceeds of approximately EUR 200 million from the issue. SATO Corporation is an expert in sustainable rental housing and one of Finland’s largest rental housing providers. SATO owns around 25,000 rental homes in the Helsinki Metropolitan Area, Tampere and Turku. Approximately 45,000 residents live in SATOhomes.

29.2.2024

Danske Finance – Cross-Border Merger

We advised Danske Bank A/S and its subsidiary Danske Finance Oy in a cross-border absorption merger, which was carried out in accordance with the Finnish and Danish Companies Acts. After the merger, Danske Bank A/S will continue the business of the merged Danske Finance Oy as a branch in Finland. As part of the arrangement, we advised Danske Finance Oy in particular on the merger process and the related registrations and approvals required to the complete the arrangement. Our team in this arrangement included experts in corporate governance, capital markets and financial regulation and employment law.

15.1.2024

C&S Insurance Service – Castrén & Snellman’s full-service offering covers all areas of business law for the insurance sector

Castrén & Snellman is the trusted partner for companies in the insurance sector both in Finland and internationally. We have assisted our clients in matters such as obtaining authorisation for activities transactions, such as insurance portfolio transfers and ownership control processes system acquisitions disputes outsourcing arrangements sales, marketing and insurance distribution matters. We have extensive experience in the insurance sector and decades of collaboration with supervisory authorities. We offer our clients our internationally recognised competence, clear thinking and solution-oriented experts.

5.12.2023

Raute – Rights issue and two convertible perpetual junior loans

We advised Raute Corporation and lead manager Evli Plc in connection with Raute’s rights issue. The offering was oversubscribed, and the company raised gross proceeds of approximately EUR 7.5 million. Trading with the new shares subscribed for in the issue will commence on the official list of Nasdaq Helsinki Ltd on or about 21 June 2023. In addition, we advised Raute in connection with two convertible perpetual junior loans. Raute agreed on perpetual junior loans of up to EUR 2 million each with LähiTapiola Yritysrahoitus I Ky and Veritas Pension Insurance Company Ltd respectively in connection with the rights issue. We have been the trusted partner of Raute in previous assignments as well: this spring, we acted as the legal advisor to Raute relating to its directed share issue, combination of share classes, new EUR 12 million secured revolving credit facility and a total of EUR 40 million in uncommitted secured bank guarantee facilities. ‘I would like to thank our shareholders for their trust and commitment. The completion of the offering, together with the directed issue carried out earlier this year and the agreed junior loan arrangements, form an entity, which strengthens our financial position and enables the implementation of our new growth strategy. Raute now has a strong foundation to be the partner to future-proof the wood industry. With our unique solutions, we drive change and promote resource-efficient society.,’ comments Mika Saariaho, President and CEO of Raute. Raute is a worldwide technology and service company whose customers are companies operating in the wood products industry. Raute’s technology offering covers the entire production process for veneer, plywood and LVL (Laminated Veneer Lumber) and special measurement equipment for sawn timber. As a supplier of mill-scale projects, Raute is a global market leader both in the plywood and LVL industries. Additionally, Raute’s full-service concept includes technology services ranging from spare parts deliveries to regular maintenance and equipment modernisations.

19.6.2023

Raute – Directed share issue, rights issue, combination of share classes and financing arrangement

We advise Raute Corporation and lead manager Evli Plc in connection with Raute’s directed share issue, rights offering and a possible junior loan which would supplement the share issues. The aggregate amount of these measures that are intended to be implemented by mid-2023 is estimated to be approximately EUR 13–16 million. In connection with the share issues, it is proposed that Raute’s unlisted share series K with multiple voting rights is combined with the listed series A forming one share series listed on Nasdaq Helsinki. We have also acted as the legal advisor to Raute relating to its new EUR 12 million secured revolving credit facility and a total of EUR 40 million in uncommitted secured bank guarantee facilities. Raute is a technology and service company that operates worldwide. Raute’s customers are companies operating in the wood products industry that manufacture veneer, plywood, LVL (Laminated Veneer Lumber) and sawn timber. Its technology offering covers the entire production process for veneer, plywood and LVL and special measurement equipment for sawn timber. As a supplier of mill-scale projects, Raute is a global market leader both in the plywood and LVL industries. Additionally, Raute’s full-service concept includes technology services ranging from spare parts deliveries to regular maintenance and equipment modernisations.

10.3.2023

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

POP Mortgage Bank – Establishment of Mortgage Bank and Covered Bond Programme

We advised POP Mortgage Bank Plc in the establishment of a mortgage bank and in the obtainment of the required authorisation under the Act on Mortgage Credit Banks. Additionally, we advised POP Mortgage Bank Plc in the establishment of a EUR 1,000,000,000 mortgage covered bond programme. Under the programme, POP Mortgage Bank Plc may issue covered bonds pursuant to the recently adopted the Act on Mortgage Credit Banks and Covered Bonds and list them on the regulated market. The authorisation process and the establishment of the programme were affected by the overall legislative reform, which entered into force on 8 July 2022. POP Mortgage Bank Plc is part of the POP Group and the amalgamation of POP Banks. POP Mortgage Bank Plc is responsible for POP Group’s mortgage-secured funding by issuing covered bonds.

12.9.2022

QPR Software – Rights Issue

We advised QPR Software Plc and lead manager Evli Plc in a rights issue. A Finnish language EU Recovery Prospectus, approved by the Financial Supervisory Authority, was published in conjunction with offering. The issue was oversubscribed, and the company raised gross proceeds of approximately EUR 3.45 million. Trading with the new shares subscribed for in the issue commenced on Nasdaq Helsinki Ltd today. “I am very pleased with the outcome of the rights issue and the great interest of investors in the implementation of our company’s growth strategy. I would like to extend my warm thanks to all the old and new shareholders of QPR Software Plc for their trust in the company. As we have previously announced, the excellent result of the rights issue will enable the implementation of our growth strategy according to the company’s plans. The oversubscribed offering is a sign of strong faith in the company’s growth and its results are an important milestone to strengthen our position as a leading SaaS company in a rapidly growing process mining market”, notes Jussi Vasama, CEO of QPR Software Plc. QPR Software Plc provides process mining, performance management and enterprise architecture solutions for digital transformation, strategy execution, and business process improvement in over 50 countries. QPR software Plc allows customers to gain valuable insights for informed decisions that make a difference.

20.6.2022

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.

7.6.2022

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.

4.4.2022

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

The Mortgage Society of Finland – Update of EUR 2 Billion Bond Programme

We advised The Mortgage Society of Finland in the update of a EUR 2 billion bond programme under which the Mortgage Society of Finland may issue senior preferred and unsecured notes, subordinated debentures and covered bonds. The notes under the programme may be listed on the official list of Nasdaq Helsinki Ltd. Under the programme, it is possible to issue senior preferred notes that qualify as eligible liabilities items (MREL) under the EU’s Capital Requirements Regulation, provided that the requirements set out therein are met. The programme accounts for the new proposed Covered Bond Act that would replace the current Act on Mortgage Credit Banks. The proposed act is intended to enter into force on 8 July 2022.

17.2.2022

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

MobilePay – Cross-Border Intra-Group Merger

We advised MobilePay A/S (MobilePay Denmark) and its subsidiary MobilePay Finland Oy in a cross-border absorption merger, which was carried out in accordance with the Finnish and Danish Companies Acts. Following the merger, MobilePay A/S will provide services in Finland through a branch office. The establishment of a branch office was part of the group’s objective to reorganise its group structure internationally. The C&S team in this merger consisted of our experts in corporate governance, capital markets and financial regulation and tax and structuring. MobilePay empowers people across the Nordics to share life through joyful exchanges. In Finland, nearly 2 million customers use the MobilePay app. The value of transactions made using the app amounted to almost EUR 2.4 billion in 2021, more than 80% higher than in 2020.

27.1.2022

Aktia Life Insurance – Inaugural Tier 2 Transaction

We assisted Aktia Life Insurance Ltd and the sole lead and Structural Advisor Danske Bank A/S in Aktia Life Insurance’s inaugural Tier 2 transaction. The purpose of the Transaction is to further support the capital structure and solvency ratio of Aktia Life Insurance. Aktia Life Insurance is an unrated entity. The unrated and unlisted Tier 2 instrument required high number of investors to be canvassed. The final size of the transaction was EUR 56 million. Aktia Life Insurance is a wholly owned subsidiary of Aktia Bank Plc. Aktia is a Finnish asset manager, bank and life insurer that has been creating wealth and wellbeing from one generation to the next for 200 years. We serve our customers in digital channels everywhere and face-to-face in our offices in the Helsinki, Turku, Tampere, Vaasa and Oulu regions. Our award-winning asset management business sells investment funds internationally. We employ approximately 900 people around Finland. Aktia’s assets under management (AuM) on 30 June 2021 amounted to EUR 15.6 billion, and the balance sheet total was EUR 11.2 billion. Aktia’s shares are listed on Nasdaq Helsinki Ltd (AKTIA).

14.12.2021

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

Ålandsbanken & Borgo – Issue of Covered Bond and Consent Solicitation for Ålandsbanken’s Covered Bond

We advised Ålandsbanken Abp and Borgo AB in respect of Finnish law in the issue of a SEK 5,500,000,000 covered bond by Ålandsbanken Abp as initial issuer and Borgo AB as subsequent issuer. The terms and conditions of the covered bonds allow covered bonds to be transferred to Borgo AB at a later stage subject to the approval of Ålandsbanken Abp and Borgo AB. The contemplated timing for the transfer s the first half of 2022. The new covered bond issue is part of a transaction in which Ålandsbanken Abp, ICA Banken AB, Ikano Bank AB (publ), and Söderberg & Partners Holding AB have established a new mortgage company, Borgo AB, and are further establishing a joint mortgage platform on the Swedish market. As part of this transaction, Ålandsbanken Abp will transfer its Swedish mortgage loans, SEK-denominated covered bonds it has issued, and SEK-denominated bonds from its liquidity portfolio to Borgo AB. Borgo AB is a digital start-up mortgage company licenced by the Swedish Financial Supervisory Authority. In addition to the above, we advised Ålandsbanken Abp in a consent solicitation for its up to SEK 2,500,000,000 covered bond due in 2022 and its later redemption of all outstanding notes pursuant to the amendments made to the terms and conditions of the covered bond during the consent solicitation process.

13.9.2021

Multitude SE – Conversion into an SE and Relocation of Registered Office from Finland to Germany

We advised Multitude SE (formerly Ferratum Oyj) in a conversion from a Finnish public limited liability company into an SE company earlier this year and we are advising Multitude SE in relocation of its registered office from Finland to Germany. Multitude’s board resolved to approve a transfer proposal on 9 July 2021. The relocation will be carried out in accordance with the Finnish Act on European Company and the SE Regulation. Multitude’s new registered office will be seated in Hamburg and the relocation will take effect at the end of 2021. The final decision on the relocation is subject to approval by the general meeting of Multitude’s shareholders. Multitude is an international provider of mobile banking and digital consumer and small business loans, distributed and managed by mobile devices. Founded in 2005 and headquartered in Helsinki, Finland, Multitude has expanded to operate in 19 countries across Europe, South and North America, Australia and Asia. Multitude SE is listed on the Prime Standard of Frankfurt Stock Exchange.

24.8.2021

Evli Bank – Demerger into an Asset Management Group and into a Banking Group into which Fellow Finance Will Merge

We advised Evli Bank Plc in an arrangement between Evli and Fellow Finance Plc in which Evli will demerge into New Evli, an asset management group that will be listed, and into a company that will carry on Evli’s banking services and into which Fellow Finance will merge. The company that will carry on the banking services will be called Fellow Bank. The arrangement will be carried out through a partial demerger of Evli and an absorption merger in which Fellow Finance will merge into Evli immediately after the demerger. The arrangement will create a new company, Fellow Bank, which will be based on a scalable and digital service concept, as well as New Evli, which will be further focused on wealth management and advisory services. The arrangement further improves opportunities to grow both banking services and wealth management as independent businesses. The intention is for New Evli to apply for authorisation as investment firm. The arrangement is also conditional on other authority approvals and on approval by the general meetings of both companies. The arrangement is intended to be completed during the first half of 2022.

22.7.2021

Mandatum Life – Sale of Baltic Operations

We are advising Mandatum with the sale of their Baltic operations to the Lithuanian investment management group Invalda INVL. In connection with the transaction, the entire Baltic life insurance business of Mandatum Life will be transferred to the Invalda INVL group. In recent years, Mandatum Life has succeeded in optimising its Baltic business for growth and building operational synergy for clients. ‘In the past year, Mandatum has reviewed its business strategies. The focus will be on the Finnish market and on wealth management in Finland and abroad with institutional clients. That is how we will provide our stakeholders with the greatest value. Our business in the Baltics has shown good results both financially and in great personnel and customer satisfaction numbers after its re-organisation. Invalda INVL’s offer came at the right time for the company’s strategic changes’, says Petri Niemisvirta , CEO of Mandatum Group. The Baltic operations consist of three branch operations in Estonia, Latvia and Lithuania, which employ a total of 83 people. The branches offer their clients life insurances and unit-linked investment products. The transaction is estimated to be completed during the first half of 2022. The completion of the divestment is subject to authority approvals, such as from financial regulatory authorities. Mandatum is one of Finland’s most solvent and respected financial companies and part of the successful Sampo Group. Mandatum offers its private, corporate and institutional customers comprehensive services for building wealth and preparing for the future. Invalda INVL is a leading investment management group which is open and growing, invests with clients, and creates well-being for people through its work. The group’s companies, operating in Lithuania and Latvia, serve more than 240,000 individual and institutional clients, both regional and international, who have entrusted the Invalda INVL group with EUR 1.3 billion of assets for management in a variety of asset classes, including pension and mutual funds, individual portfolios, and private equity and other alternative investments.

22.6.2021

Danske Bank – Listing of Toivo Group

We advised lead manager Danske Bank A/S, Finland Branch, in Toivo Group Oyj’s 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 13.0 million from the IPO and has a total of 1,500 shareholders after the IPO. Trading in Toivo Group’s shares began on First North on 11 June 2021. Toivo Group is a Finnish real estate company founded in 2015 that engages in project development and long-term ownership of real estate. Toivo Group’s turnover in 2020 was EUR 4.3 million and its operating profit was EUR 7.2 million.

11.6.2021

Netum Group – Listing on First North

We assisted Netum Group and lead manager Evli Bank Plc in Netum Group’s listing on Nasdaq First North Growth Market Finland. The initial public offering consisted of public, institutional and personnel offerings and was oversubscribed by 7.4 times. The company raised gross proceeds of EUR 8.0 million from the IPO. ‘The offering brought us significant Finnish institutional investors and a pleasing number of private investors as new owners. I am particularly proud that our personnel participated actively in the offering, as this is further proof of our personnel’s strong commitment to the company. I would like to thank everyone who participated in the IPO and welcome our new shareholders to join us in creating sustainable and secure digital change’, says Matti Mujunen , CEO of Netum. Trading in the company’s shares began on First North on 2 June 2021. Netum Group is a strongly growing IT services company with over 20 years of experience of demanding IT projects. The company offers its public administration and corporate customers its Legacy to Digi® concept that enables combining traditional IT solutions with the latest digital applications–sustainably and securely. Netum Group’s services include digital service development, continuity services, integration services, cyber security services as well as management consulting services. Netum Group’s turnover in 2020 was EUR 17.5 million and it employs over 160 people in Finland.

2.6.2021

Ålandsbanken – Issue of SEK 300 Million AT1 Capital Notes

We advised Ålandsbanken Abp in the issue of SEK 300 million Additional Tier 1 (AT1) Capital Notes. The instrument was issued on 24 March 2021 and listed on the Helsinki Stock Exchange. AT1 Capital Notes are perpetual and are calculated in the Additional Tier 1 capital of the bank under the EU’s Capital Requirements Regulation.

6.5.2021

Rettig – Divestment of Alandia to UBV Alandia Holding

We advised Rettig Group in the divestment of its 24.9% stake in Alandia, a marine and yacht insurance company, to UBV Alandia Holding, a company owned by a consortium of investors including Bank of Åland, Veritas Pension Insurance, Viking Line, Lundquist Shipping Company Limited, Wiklöf Holding and the association Föreningen Konstsamfundet. Alandia is one of the leading marine insurers in the Nordic and Baltic region. The company was a mutual insurance company until 2014. Rettig Group’s stake in Alandia originates from its earlier ownership of shipping company Bore, which was an insurance customer of Alandia and became a shareholder of the company as a result of the demutualisation of Alandia in 2014. Rettig Group is a leading Finnish family-owned investment company that creates value for generations through active and responsible ownership. Its core investments are Alandia, eQ, Nordkalk, Purmo Group, and Terveystalo.

7.4.2021

OP and C&S – Investing in a Better World

At OP sustainability is everything. When establishing an entirely new kind of impact fund, the leading financial services group trusted Castrén & Snellman’s expertise. An increasing number of investors want to not just make money, but make a difference. ‘This shift in values is particularly clear in younger investors. Sustainability has changed investment activities a great deal. Investing has become more difficult, but also more interesting’, says Tuomas Virtala , CEO, Asset Management, at OP Corporate Bank. The first wave came in the form of ethical and sustainable investing, which focused on either avoiding investments in unethical industries or encouraging companies to act more sustainably. In recent years, sustainable investing has been joined by impact investing, in which global problems are tackled with private money. ‘Impact investing is not about charity but about making a positive impact as well as a competitive profit. It is the only sustainable way to arrange financing to solve global problems’, Virtala says. Demand for Impact Fund Exceeded Expectations OP, Finland’s leading financial services group is a pioneer of impact investing. Last year, OP collaborated with Finnfund to establish Finland’s first impact fund to invest in emerging markets. Finnfund is a development financier that builds a sustainable world by investing in responsible and profitable businesses in developing countries. Finnfund is owned by the Finnish State, Finnvera and the Confederation of Industries. The new impact fund, OP Finnfund Global Impact Fund I, raised 76 million euros in its first round of funding. After the second round, the fund’s size stands at 135 million euros. ‘The investor interest exceeded our expectations. It is clear that investors are keen to promote sustainable development and are excited by the growth potential of emerging markets, despite the ongoing pandemic’, Tuomas Virtala says. The fund is seeking to achieve measurable positive impacts on climate change, food security, gender equality and the availability of financing. The fund’s main industries are renewable energy, financial institutions and sustainable agriculture. ‘By investing in developing markets, we can achieve major impacts. The investments are aimed at first getting the fundamentals in place in the target markets. For example, replacing generators with more sustainable means of producing energy. Once the foundations are in place, we can move on to more demanding projects, such as constructing mobile phone networks.’ Sustainability Part of Every Employee’s Day Establishing a new impact fund is just one example of OP’s sustainability work. ‘Sustainability is an integral part of OP’s strategy and is reflected in the daily work, decisions and activities of everyone at the company’, Tuomas Virtala says. OP’s corporate responsibility programme is framed around four themes: OP aims to foster a sustainable economy, support local vitality and community spirit, improve financial literacy in Finland, and use their intellectual and information capital in a responsible way. According to Virtala, sustainability expertise was previously centralised in a separate asset management unit, but now these experts have been placed in every unit. ‘One unit is no longer enough. Sustainability work and expertise needs to be integrated into every function and throughout the entire value chain.’ In addition to their corporate responsibility programme, each unit in OP has its own responsibility principles. ‘Asset management is a pioneer in promoting sustainability within OP. We provide the company sustainability expertise relating to wealth management and foster this expertise by training our employees and sharing knowledge.’ A Good Partner Knows the Best Practices Castrén & Snellman and OP have a long history of working together. Among other projects, Castrén & Snellman assisted OP in the establishment of Finland’s first impact fund to invest in emerging markets last year. According to Tuomas Virtala, Castrén & Snellman has been a good partner in sustainability work. ‘It is vital that our partners understand the best sustainability practices. A law firm that has a clear vision of the smartest way to do something can help us learn and develop’, Virtala says. It is also important for law firms to anticipate future regulation. ‘The regulation of sustainability matters is constantly developing, and we want to be able to anticipate it as best we can so that we can make sure we are keeping up.’ Some Success Stories from OP’s and C&S’s Shared Journey 2021 OP Financial Group – Sale of Checkout Finland to Paytrail OP Corporate Bank – Financing Arrangement for OP Vuokrakoti OP Corporate Bank – Finance of Acquisition of Profit Software 2020 OP-Public Services Real Estate Fund – Acquisition of Aalloppi Healthcare Property from eQ Finnish Real Estate Caverion Corporation and Manager Banks – Issue of EUR 35 Million Hybrid Bond OP and Finnfund – Establishment of a New Global Impact Fund Danske Bank, Nordea and OP Financial Group – Sale of Automatia Pankkiautomaatit to Loomis Ilmarinen, OP and LocalTapiola – Acquisition of Stakes in REDI and Tampere Central Deck and Arena Project OP Cooperative – Sale and Leaseback of OP Headquarter Campus in Helsinki 2019 OP Corporate Bank – Financing Arrangement for Veho Lenders – Metsä Board’s Bank Financing Facility with Sustainability Targets OP Group – Successful Defence of OP Group in Major FCCA Dominance Investigation OP Corporate Bank – SRV Group’s Issue of EUR 58.4 Million Capital Notes OP Financial Group – Reorganisation of Shareholding in Access Capital Partners Pohjola Health – Sale of Occupational Health Services Business OP Life Assurance Company – Disposal of a Helsinki CBD Property Fund Managed by OP Real Estate Asset Management – Konepaja Hotel Development Project 2018 OP Corporate Bank – EUR 43 Million Financing Arrangement for Kreate OP Corporate Bank and Nordea Bank – Revolving Credit Facility Agreement for Lehto OP Corporate Bank – Financing of the Acquisition of Roima Intelligence OP Financial Group – Sale of Residential Portfolio to Kojamo Group Central Deck and Arena – Pioneering Real Estate Development Project Featuring Finland’s Largest Multi-purpose Arena in Tampere City Centre 2017 OP Toimitilakiinteistö – Acquisition of Modern Logistics Warehouse OP Rental Yield – Acquisition of BREEAM Certified Office Properties 2016 OP Corporate Bank – Financing of Intera Partners’ Acquisition of Sikke Security Oy (formerly ISS Security Oy) OP Property Management – Sale of a Large Real Estate Portfolio to M7 Real Estate Helsinki Area Cooperative Bank – Court Case Concerning Electronic Identification Services Act 2015 OP-Rental Yield – One of Finland’s Largest Real Estate Portfolio Transactions in the 21st Century OP-Pohjola & LähiTapiola – Construction and Development of REDI Shopping Centre and Parking Facilities 2014 OP-Pohjola – Tender Offer for All Shares in Pohjola Bank OP-Rental Yield – Acquisition of a Property Portfolio Comprising Over 20 Residential Properties and Over 800 Housing Units

25.3.2021

OP Financial Group – Sale of Checkout Finland to Paytrail

We represented OP Financial Group in the sale of Checkout Finland Oy’s entire share capital to Finnish online payment company Paytrail Oyj, which is part of the international Nets Group. Nets is a leading supplier of payment solutions in the Nordics. OP and Nets have a long history of cooperation. Through this deal, Paytrail and Checkout will form a strong domestic player in a field that is facing intensifying international competition through rapid consolidation. The completion of the transaction is subject to approval from the FIN-FSA. Checkout Finland is a domestic payment gateway service that provides merchants payment solutions both in ecommerce and in store. Checkout’s services are currently in use in over 10,000 Finnish stores and it has forwarded over 12 million payments. Paytrail was established in 2007 and is the largest Finnish online payment service. The company handles payment traffic for over 10,000 online stores. OP Financial Group is Finland’s largest financial services group and is fully owned by its customers. OP Financial Group employs over 12,000 people. It has approximately 3.3 million private customers, 300,000 corporate customers and 2 million owner-customers. OP Financial Group is made up of 137 independent cooperative banks and their central cooperative, OP Cooperative, with its subsidiaries and affiliates. The C&S team included legal experts from our Mergers & Acquisitions, Capital Markets & Financial Regulation, Data & Technology, Tax & Structuring, Competition & Procurement and Employment services.

2.3.2021

S-Bank – Establishment of €1,500 Million Bond Programme and Update of €100 Million Debenture Programme

We advised S-Bank Plc in the establishment of a €1,500 million programme for the issuance of covered notes and senior preferred notes. The programme provides that the notes issued under the programme may be listed on the Helsinki Stock Exchange maintained by Nasdaq Helsinki Ltd. The senior preferred notes qualify as eligible liabilities items (MREL) under the EU’s Capital Requirements Regulation, provided that the requirements set out therein are met. In addition, we advised S-Bank Plc in the update of a €100 million programme for the issuance of debenture loans and in the issue of approximately €25 million debenture loans. The debenture loans issued under the updated programme qualify as tier 2 instruments (T2) under the EU’s Capital Requirements Regulation, provided that the requirements set out therein are met.

12.1.2021

Finnish Mutual Patient Insurance Company – Authorisation for Insurance Activities

We served as the comprehensive legal advisor to the Finnish Mutual Patient Insurance Company in their application process for authorisation to engage in insurance activities. We were responsible for building the governance system and drafting the articles of association, outsourcing all key functions and negotiating the contracts for the ICT environment. Patient insurance is mandatory under the Patient Insurance Act in order to ensure insurance coverage. The insurance obligation has been set for organisations and entrepreneurs engaging in healthcare activities in Finland. The Finnish Mutual Patient Insurance Company was founded by Finland’s five largest hospital districts.

16.12.2020

The Mortgage Society of Finland – Update of EUR 2,000,000,000 Note Issuance Programme

We advised the Mortgage Society of Finland in the update of a EUR 2,000,000,000 programme for the issuance of senior unsecured notes, subordinated debentures and covered bonds. The notes under the programme may be listed on the official list of Nasdaq Helsinki Ltd.

24.11.2020

Liv-Alandia – Transfer of Life Insurance Portfolio

We assisted Försäkringsaktiebolaget Liv-Alandia in the transfer of its entire life insurance portfolio to Aktia Life Insurance Ltd through a portfolio transfer in accordance with the Finnish Act on Insurance Companies. The project also involved the cancellation of Liv-Alandia’s licence and its merger into its parent company, Alandia Försäkring Abp. In connection with the reorganisation of the Alandia Group, we also assisted Alandia Försäkring Abp in drafting the terms of T2 subordinated loans.

23.11.2020

Eezy – Transferring to Main Market of Nasdaq Helsinki

We advised Eezy Plc in transferring to the main market of Nasdaq Helsinki from Nasdaq First North Growth Market Finland. Trading in Eezy’s stock on the main market began today, Wednesday 9 September 2020. Eezy is one of Finland’s leading staffing services companies in terms of turnover. In addition to staffing services, the company’s versatile offering covers recruitment and organi s ational development as well as self-employment services.

9.9.2020

Employment Fund – Issue of Two Bonds in the Aggregate Amount of EUR 1.2 Billion

We assisted the Employment Fund in its issue of two EUR 600 million unsecured bonds on 16 June 2020. The first bond matures on 16 June 2023 and the other bond matures on 16 June 2027. S&P Global Ratings has assigned the bonds a credit rating of AA+.

1.7.2020

CRH – Update of EMTN Programme and CRH Finland Services Oyj’s Issue of EUR 500 Million Notes

We advised CRH plc and CRH Finland Services Oyj on the Finnish law aspects of the update of an EMTN programme of EUR 8 billion and of a notes emission of EUR 500 million guaranteed by CRH plc and issued by CRH Finland Services Oyj under the programme. The notes will be admitted to trading on Euronext Dublin. CRH Finland Services Oyj is part of CRH, a global building materials group headquartered in Ireland.

8.5.2020

Bonum Bank – Update of Note Issuance Programme

We advised Bonum Bank in the update of a EUR 750,000,000 note issuance programme. Under the programme, Bonum Bank may issue senior and unsecured notes that may be listed on Nasdaq Helsinki. Bonum Bank is an internal bank in the POP Bank group. As a central credit institution, it provides clearing, settlement and treasury services for POP Banks.

16.4.2020

NoHo Partners – Directed Share Issue Related to Acquisition of Friends & Brgrs

We assisted NoHo Partners in a directed share issue relating to the acquisition of the majority of shares in the Friends & Brgrs chain of restaurants. The purchase price was paid partially in cash and partially in new NoHo Partners shares issued to the shareholders of Friends & Brgrs. NoHo Partners’ stake in Friends & Brgrs increased to about 70% through the acquisition.

9.4.2020

Next Games – Rights Offering

We are assisting Next Games Corporation and lead manager Danske Bank in a rights offering through which the company aims to raise gross proceeds of approximately EUR 8 million. The proceeds from the rights offering will be used, among other things, to strengthen the balance sheet of the company and enable future investments such as product development and marketing of new products. Next Games is the first publicly listed mobile game developer and publisher in Finland, specializing in games based on entertainment franchises.

26.9.2019

Danske Bank – Sale of Kiinteistömaailma Oy

We assisted Danske Bank A/S, Finland Branch in connection with the sale of Kiinteistömaailma Oy to a Finnish company owned, directly or indirectly, by Risto Kyhälä, Arto Martonen, Kenneth Kaarnimo and Merasco Real Estate. Founded in 1990, Kiinteistömaailma Oy is the central unit of a Finnish real estate franchise chain that consists of a total of 700 Kiinteistömaailma agents who provide real estate business services in 100 real estate agencies around Finland. Following the completion of the transaction, Danske Bank and Kiinteistömaailma Oy will continue their co-operation through a strategic partnership, with strong emphasis on developing services and customer experience.

4.9.2019

NoHo Partners – Combination of Smile and VMP

We acted as the legal advisor to NoHo Partners Plc and Smile Henkilöstöpalvelut Oyj in a transaction in which VMP Plc is purchasing the share capital of Smile from NoHo Partners and the minority shareholders. The transaction will be executed as a share exchange, in which Smile’s shareholders will receive 0.8087 new shares in VMP as share consideration for each share in Smile owned by them, corresponding to a debt-free purchase price of approximately EUR 82 million (based on the closing price EUR 4.92 of VMP as at 4 July, 2019). NoHo Partners will become the largest shareholder in the combined VMP and Smile with a 30.27% stake. VMP employed approximately 19,400 leased employees in 2018 either directly or through chain companies and Smile, in turn, approximately 10,000 leased employees, so the combined company has a significant pool of employees at its disposal. The combination of VMP and Smile is expected to strengthen the combined company’s market position considerably and to create added value both for NoHo Partner’s and the combined company’s shareholders through synergies arising from unifying operations and the increasing amount of business opportunities. ‘We have been building the exceptional Smile growth story on this market since 2014, when the company became a part of our group. Back then, Smile’s turnover was under MEUR 7, whereas it had grown to MEUR 127 in 2018. The new company to be formed with one of the other top companies in the business, VMP, will reshape the labour market and personnel services business in general. As the company’s largest shareholder, we are privileged to be in pole position in building the future of the entire business’, said NoHo Partners’ Chairman of the Board Timo Laine.

8.7.2019

The Mortgage Society of Finland – Update of a EUR 2,o00,000,000 Note Issuance Programme

We advised the Mortgage Society of Finland in the update of a EUR 2,000,000,000 programme for the issuance of senior unsecured notes, subordinated debentures and covered bonds. The programme was also updated to include debenture loans qualifying as tier 2 instruments (T2) under the EU’s Capital Requirements Regulation, provided that the requirements set out therein are met. The notes under the programme may be listed on the official list maintained by Nasdaq Helsinki Ltd.

1.7.2019

OP Corporate Bank – SRV Group’s Issue of EUR 58.4 Million Capital Notes

We advised lead manager OP Corporate Bank plc in SRV Group Plc’s issue of 58.4 million capital notes. The net proceeds of the issuance will be used for partial repurchase of the Company’s EUR 45 million capital notes issued in 2016 and the EUR 100 million notes due in March 2021.

21.5.2019

Bonum Bank – Issue and Listing of EUR 75 Million Notes

We advised Bonum Bank Plc in the issue of EUR 75 million senior and unsecured notes under Bonum Bank’s EUR 750 million programme for the issuance of notes. The notes were admitted to trading on the official list of Nasdaq Helsinki.

6.5.2019

Caverion and Manager Banks – Tender Offer for Hybrid Notes and Issue of EUR 75 Million Bond

We assisted Caverion and the lead managers Nordea and SEB, in a voluntary tender offer for Caverion’s EUR 100 million hybrid notes issued in 2017. The aggregate nominal amount of the repurchased hybrid notes was EUR 33.94 million. At the same time, we assisted the company and the lead managers in the issue of a four-year EUR 75 million senior unsecured bond. The bond carries a fixed annual interest rate of 3.25% per annum and will be used for the partial redemption of the hybrid notes, for general corporate purposes, and for investments in accordance with Caverion’s strategy, including acquisitions. The bond was well received in the market and substantially oversubscribed. Caverion will apply for the listing of the bond on the official list of Nasdaq Helsinki Ltd.

29.3.2019

NoHo Partners and Nordea – Issue of Hybrid Bond

We advised NoHo Partners and lead manager Nordea in the issue of a EUR 25 million hybrid bond. The coupon of the hybrid bond is fixed 9.0 percent per annum until 29 March 2022, but it will be subject to a coupon reset on each third anniversary of the issue date of the hybrid bond. The company will use the proceeds of the issue in investments in accordance with its strategy, for the repayment of loans as well as for general corporate purposes. NoHo Partners Plc is a group specialising in restaurant services and labour hire with over 200 restaurants in Finland and Denmark. Well-known restaurant concepts of the company include Elite, Savoy, Teatteri, Yes Yes Yes, Stefan’s Steakhouse, Palace, Löyly, Hanko Sushi and Cock’s & Cows.

27.3.2019

Bregal Milestone – Strategic Investment

We acted as the Finnish counsel for Bregal Milestone in connection with a strategic investment whereby a fund advised by Bregal Milestone granted a loan totalling EUR 50 million to Basware Corporation and subscribed for warrants convertible into shares in Basware representing in total a fully diluted shareholding of approximately 6.5% in the company. Bregal Milestone is the investment adviser to a EUR 400 million fund dedicated to making investments primarily in Europe. It provides non-control capital and strategic assistance to leading growth companies. Basware offers the largest open business network in the world and is the global leader in providing networked purchase-to-pay solutions, e-invoicing and innovative financing services. It is traded on Nasdaq Helsinki.

21.3.2019

Viafin Service – Listing to First North Finland

We advised Viafin Service Oyj and the lead manager Alexander Corporate Finance Oy in Viafin’s listing to First North Finland, the multilateral trading facility maintained by Nasdaq Helsinki. The initial public offering consisted of a institutional and personnel offering and was clearly oversubscribed. Trading in the company’s shares on First North Finland commenced on 20 November 2018. Viafin Service specialises in industrial maintenance and pipe repair and installation and has most of its business in Finland. Its customers include large corporations in the pulp, cardboard, energy, chemical and metal industries.

20.11.2018

Nordea – Re-domiciliation of Nordea

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.

5.11.2018

Sellers – Sale of Folksam Non-Life Insurance Company

We are advising Folksam Ömsesidig Sakförsäkring, Veritas Pension Insurance Company Ltd and Aktia Bank plc in the sale of Folksam Non-Life Insurance Company Ltd to Fennia Mutual Insurance Company. Folksam’s non-life insurance operations in Finland had approximately 200 employees at the end of 2017 and the premium income amounted to approximately SEK 750 million in 2017. The sale is subject to approval by the Finnish Financial Supervisory Authority and the Finnish Competition and Consumer Authority.

9.10.2018

Ålandsbanken – Issue of SEK 200,000,000 subordinated tier 2 notes

We advised the listed Finnish bank Ålandsbanken Abp in the issue of floating rate subordinated notes in the aggregate nominal amount of SEK 200,000,000. The subordinated notes were issued on 15 May 2018 and listed on the Helsinki Stock Exchange on 18 May 2018. The subordinated notes constitute debenture loans and qualify as tier 2 instruments (T2) under the EU’s Capital Requirements Regulation, provided that the requirements set out therein are met.

22.5.2018

Danske Bank – Co-operation between Danske Bank and Mandatum Life continued

We assisted Danske Bank in an arrangement, published on 24 April 2018, which concerns the continuation of the co-operation with Mandatum Life regarding the distribution of Mandatum Life’s insurance products through Danske Bank’s Finnish branch network. The transaction dates back to Mandatum Life disclosing in October 2016 that it would use its right to sell the insurance portfolio distributed by Danske Bank’s Finnish branch network to Danske Bank or a third party appointed by Danske Bank. The agreed arrangement between Danske Bank and Mandatum Life means that the transfer of the insurance portfolio will not take place and instead, the co-operation between the parties will be strengthened. Commission structures in the new co-operation agreement differ from the ones used earlier, and Mandatum Life will pay higher commissions for both new sales and the existing portfolio. The co-operation agreement is valid for five years at a time, but Danske Bank is entitled to extend it for a period of 15 years. Danske Bank also has the right to buy the portfolio in question from Mandatum Life at the end of the arrangement. The agreed transaction is subject to confirmation of its tax treatment. Upon the closing of the transaction, Mandatum Life will receive a transaction price of EUR 197 million from Danske Bank for the arrangement. The amount is subject to corporate tax. The transaction is expected to close within 3 months.

25.4.2018

Alandia – Sale of Accident and Travel Insurance Portfolio

We are advising Försäkringsaktiebolaget Alandia in the planned sale of its accident and travel insurance operations to Lähitapiola Etelärannikko Keskinäinen Vakuutusyhtiö. The sale of the portfolio is part of Alandia’s vision of strengthening its position as a leading European insurance company focusing on marine insurance. The completion of the sale is pending approval from the boards and general meetings of both companies and from the authorities.

18.4.2018

Restamax – Acquisition of Royal Ravintolat

We advised Restamax Plc in its acquisition of Royal Ravintolat. The enterprise value of Royal Ravintolat in the transaction is MEUR 90. MEUR 20 of the purchase price will be paid in new Restamax shares to be issued to the sellers of Royal Ravintolat in a directed share issue. The transaction is expected to be completed during summer 2018. Restamax has more than 130 restaurants, nightclubs and entertainment centres all over Finland. Royal Ravintolat group includes well-known individual restaurants, such as Savoy, Löyly, Elite, Ravintola Palace and Ravintola Teatteri, and several Hanko Sushi, Pizzarium and Sandro restaurants. The transaction will create one of the largest restaurant groups in the Nordic countries listed on the Helsinki Stock Exchange.

13.4.2018

Efecte – Listing to First North Finland

We advised Efecte Plc in its listing to First North Finland, the multilateral trading facility maintained by Nasdaq Helsinki. The initial public offering consisting of public, institutional and personnel offering as well as share sale was oversubscribed, and the total number of shareholders in the company increased to over 700. Trading in the company’s shares on First North Finland commenced today, 8 December 2017. Efecte is a Finnish software company founded in 1998 that provides cloud-based service and identity management software solutions, as well as related consultancy services.

8.12.2017

Rettig Group – Cornerstone Investment in Terveystalo’s Contemplated IPO

We advise Rettig Group acting as a cornerstone investor in the contemplated initial public offering and listing of Terveystalo Oy’s shares on the official list of Nasdaq Helsinki Ltd. Rettig Group is acting as one of four cornerstone investors in the contemplated initial public offering.

15.9.2017

Ilmarinen – Etera’s Merger into Ilmarinen

We were the legal advisor to Ilmarinen Mutual Pension Insurance Company in its planned merger with Etera Mutual Pension Insurance Company. Ilmarinen and Etera signed a merger agreement on 29 June 2017 under which Etera will merge into Ilmarinen. The merger will be completed when the general meetings of Ilmarinen and Etera as well as the authorities have approved it. The Finnish Competition and Consumer Authority has already deemed that there is no competition law obstacle to approving the transaction. The plan is to complete the merger on 1 January 2018. The merger will create a solvent and cost-effective earnings-related pension company with the most competitive client benefits in the sector. By combining the strengths of each company, the goal is to build an innovative and agile service company that offers even more diverse and higher-quality services than before. The pension assets of the new company would be more than EUR 44 billion. It would manage the pension cover of more than 1.1 million Finns – the total number of insured coming to over 675,000 and pensioners numbering 460,000.

12.9.2017

Digia – Rights Issue

We advised Finnish IT service company Digia Plc and the lead manager Evli Bank Plc in a rights issue. The rights issue was oversubscribed, and the company raised gross proceeds of approximately EUR 12.5 million through the issue.

29.6.2017

Automatia – Real-Time Mobile Payment

We advised Automatia Pankkiautomaatit Oy in its real-time mobile payment project and assisted Automatia in an investigation by the Finnish Competition and Consumer Authority (FCCA). Automatia is a company owned in equal shares by Danske Bank, Nordea Bank and the OP Group. Automatia maintains and develops the network of Otto., OttoPlus. and TalletusOtto. automatic telling machines. Every full-service bank operating in Finland is a customer of Automatia.

19.6.2017

Sponda – Advice Concerning EUR 1.76 Billion Recommended Cash Tender Offer for all shares in Sponda

We are representing Helsinki-listed Sponda Plc in connection with the public tender offer of Polar Bidco S.à r.l., a corporation owned by funds advised by affiliates of The Blackstone Group L.P., to purchase all issued and outstanding shares in Sponda. In the tender offer, Sponda shareholders will be offered a cash consideration of EUR 5.19 for each share in Sponda representing an aggregate equity purchase price of approximately EUR 1,763 million for Sponda shares. The board of directors of Sponda has unanimously decided to recommend the shareholders of Sponda to accept the tender offer for their shares. The Sponda – Blackstone deal is the largest ever real estate transaction in Finland measured by the market value of the properties. President and CEO of Sponda, Kari Inkinen, believes that with the support of Blackstone, Sponda will further develop their business, properties and portfolio. According to Inkinen, Sponda will continue to offer high-quality business premises and working environments to their customers.

6.6.2017

The Mortgage Society of Finland – Update of a EUR 1,500,000,000 Note Issuance Programme

We advised the Mortgage Society of Finland in the update of a EUR 1,500,000,000 programme for the issuance of senior unsecured notes, subordinated debentures and covered bonds. The programme was updated to only include wholesale instruments. The programme provides that the notes issued under the programme may be listed on the Helsinki Stock Exchange maintained by Nasdaq Helsinki Ltd.

1.6.2017

Atradius Credit Insurance – Cross-border merger between Atradius Credit Insurance and Atradius Crédito y Caución S.A. de Seguros y Reaseguros

We advised Atradius Credit Insurance N.V. in an intra-group reorganisation where the Dutch company Atradius Credit Insurance N.V. merged into the Spanish company Atradius Crédito y Caución S.A. de Seguros y Reaseguros through a cross-border merger. Our expertise on local regulatory aspects was required in relation to transferring the business of the Atradius Credit Insurance N.V., branch office in Finland to a new Finnish branch of the acquiring company in the merger as well as with respect to confirming the tax and registration treatment of the reorganisation. The Atradius group provides trade credit insurance, surety and collections services worldwide through a strategic presence in 50 countries. The group conducts insurance business through branch offices in several countries, including, Finland.

21.3.2017

Comptel – Advice Concerning Nokia’s EUR 347 Million Recommended Cash Tender Offer

We are representing Helsinki-listed Comptel Corporation in connection with Nokia’s EUR 347 million public tender offer for all shares and options rights in Comptel. The board of directors of Comptel has unanimously decided to recommend that the shareholders and holders of option rights accept the tender offer. The board of directors of Comptel believes that Nokia’s global reach, strength of brand and cross-selling opportunities would benefit the activities of Comptel. Combining Comptel’s business with Nokia would offer the customers of both Comptel and Nokia a wider and more innovative software portfolio which would improve competitiveness of the combined business unit.

10.2.2017

DNA – We advised DNA Oyj in the Largest Finnish IPO of the Decade

We advised the Finnish teleoperator DNA Oyj in its listing on the official list of Nasdaq Helsinki. This was the largest IPO in Finland in a decade. The Company’s current market value is over EUR 1.3 billion. The initial public offering, which consisted of public, institutional and personnel offering, was oversubscribed, and after the offering the Company has over 10,000 shareholders. Trading with the Company’s shares on the official list of Nasdaq Helsinki began on 2 December 2016.

8.12.2016

Sp Mortgage Bank – Establishment of Cover Bond Programme and Issue of EUR 500 Million Covered Bond

We advised Sp Mortgage Bank Plc in the establishment of a EUR 3,000,000,000 mortgage covered bond programme. Under the programme, Sp Mortgage Bank Plc may issue covered bonds that may be listed on the regulated market. Sp Mortgage Bank Plc issued on 29 November 2016 an inaugural 5-year EUR 500 million covered bonds due 2021. The issuance was documented under the newly established programme and listed on the Irish Stock Exchange. Credit rating agency S&P assigned ‘AAA’ ratings to Sp Mortgage Bank Plc’s mortgage covered bond programme and inaugural issuance. Sp Mortgage Bank Plc is part of the Savings Banks Group and the Savings Banks Amalgamation. The role of Sp Mortgage Bank Plc is, together with Central Bank of Savings Banks Finland Plc, to be responsible for obtaining funding for the Savings Banks Group from money and capital markets. Sp Mortgage Bank Plc is responsible for the Savings Banks Group’s mortgage-secured funding by issuing covered bonds.

1.12.2016

Evervest – Authorisation as Investment Firm

We assisted automated portfolio management services company Evervest Oy in acquiring authorisation from the Finnish Financial Supervisory Authority to act as an investment firm. The license granted to Evervest Oy is proof that fintech companies can act even in the extensively regulated Finnish financial markets.

29.11.2016

Cramo – Voluntary Tender Offer of Outstanding EUR 100 Million Bond and New EUR 150 Million Bond Issue

We advised Cramo Plc and Nordea Bank Danmark A/S in the voluntary tender offer of Cramo’s EUR 100 million bond issued in 2012. The tender offer was successfully completed with an uptake of approximately EUR 83.7 million. We simultaneously acted as sole legal counsel to both Cramo as the issuer and Nordea Bank Finland Plc and OP Corporate Bank plc in their capacity as Joint Lead Managers in a new EUR 150 million bond issue. The transactions enable Cramo to reduce its financing costs and simultaneously extend its average debt maturity profile.

25.11.2016

Bank Norwegian – Advice on Providing Cross-Border Services

We advised Bank Norwegian AS, an internet bank offering consumer banking services across the Nordic countries, in establishing its cross-border service offering in Finland. Our expertise on local regulatory aspects was required in relation to offering savings accounts, loans and credit cards as well as with respect to various consumer protection and other regulatory matters. Bank Norwegian is 20% owned by Norwegian Air Shuttle ASA, which operates one of the largest low-cost airline carriers in Europe.

30.9.2016

Bonum Bank – Establishment of €750 Million Bond Programme and Issue of €100 Million Bond

We advised Bonum Bank Plc in the establishment of a EUR 750 million programme for the issuance of senior unsecured notes. The programme provides that the notes issued under the programme may be listed on the Helsinki Stock Exchange maintained by Nasdaq Helsinki Ltd. Bonum Bank Plc issued an inaugural 3-year senior unsecured EUR 100 million bond in June 2016. The issuance was documented under the newly established programme and listed on the Helsinki Stock Exchange.

13.6.2016

Unemployment Insurance Fund (TVR) – Issue and Listing of an Unsecured Rated Bond of EUR 300 Million

We advised TVR in the issue and listing of a EUR 300 million fixed rate unsecured bond rated by Standard & Poor’s. The bond was listed on the NASDAQ OMX Helsinki on 16 October 2015.

19.10.2015

Municipality Finance – Issuing of MEUR 350 AT1 instrument

We advised Municipality Finance in the issue and listing of a EUR 350 million Additional Tier 1 (AT1) instrument as to Finnish law. Municipality Finance is globally the first SSA issuer of a publicly listed AT1 instrument. In Finland the AT1 transaction itself is first of its kind. The AT1 instrument was listed on the Irish Stock Exchange in Dublin. The instrument is perpetual, and Municipality Finance has the first option to call the securities in 6.5 years after the issue date, in 2022. The coupon rate is 4.5 per cent.

2.10.2015

Citycon Group – Issue and Listing of EUR 300 million Guaranteed Eurobond

We advised the guarantor, Citycon Oyj, in the issue and listing of a EUR 300 million guaranteed eurobond as to Finnish law. The issuer of the bond is Citycon Treasury B.V. and it was listed on the Irish Stock Exchange. The bond matures in seven years and carries fixed annual interest at the rate of 2.375 per cent.

23.9.2015

Forchem – EUR 70 million High-Yield Bond Issuance

We advised Forchem Oy in connection with a EUR 70 million offering of senior secured high-yield bonds to domestic and international investors. Pareto Securities acted as the sole bookrunner. Forchem Oy is a leading European producer of pine chemical derivatives and one of the four globally dominating producers. Forchem Oy operates a state-of-the-art crude tall oil fractionation facility in Rauma, Finland. The high-yield bond issuance was completed in a record time of approximately one month. The demand for the bonds was strong, and the offering was heavily oversubscribed.

24.7.2015

Unemployment Insurance Fund (TVR) – Issue and Listing of an Unsecured Rated Bond of EUR 600 Million

We advised TVR in the issue and listing of a EUR 600 million fixed rate unsecured bond rated by Standard & Poor’s. The bond was listed on the NASDAQ OMX Helsinki on 25 June 2015.

25.6.2015

Sponda Plc – Issue and Listing of an Unsecured Bond of EUR 175 Million

We advised Sponda Plc in the issue and listing of a EUR 175 million fixed rate unsecured bond. The bond was listed on the NASDAQ OMX Helsinki on 29 May 2015.

29.5.2015

Nordea Bank Finland Plc – We Advised Global Coordinator Nordea Bank Finland Plc in Metsä Board’s Rights Issue

Castrén & Snellman advised Nordea Bank Finland Plc, which acted as the global coordinator and bookrunner in Metsä Board’s rights issue of approximately EUR 100 million. The proceeds from the rights issue will be used to finance the final steps of Metsä Board’s transformation plan. The rights issue was oversubscribed by 39.8 per cent.

31.3.2015

YIT Corporation – Issue of a EUR 100 Million Bond

We advised YIT Corporation in the issue of an unlisted unsecured bond of EUR 100 million. The bond was targeted to two domestic institutional investors. Danske Bank acted as the coordinator and together with Handelsbanken Capital Markets as the lead manager for the transaction.

31.3.2015

Nordea Life Assurance Finland Ltd – Transfer of a Finnish Group Pension Portfolio

We advised Nordea Life Assurance Finland Ltd in an assignment of a Finnish group pension portfolio to another life insurance company through a portfolio transfer in accordance with the Finnish Insurance Companies Act.

13.3.2015

Maakunnan Asunnot – Tender Offer for the Shares in SSK Suomen Säästäjien Kiinteistöt Oyj

Castrén & Snellman is representing Maakunnan Asunnot Oy, a Finnish real estate investment company, in a public tender offer for the shares in SSK Suomen Säästäjien Kiinteistöt Oyj, another real estate investment company. Maakunnan Asunnot will publish the offer document for the tender offer on or about 5 November 2014. The offer period will begin on or about 6 November 2014 and end on or about 27 November 2014. Through the tender offer, Maakunnan Asunnot and the companies that own it aim at acquiring 51% of the issued and outstanding shares in SSK, in addition to their current holdings. In connection with the offer, Maakunnan Asunnot undertakes to purchase, at the end of 2017, the remaining SSK shares from the shareholders that are recorded in SSK’s shareholders’ register on the day the tender offer was announced, on the first banking day after the settlement date and at the beginning of December 2017. Maakunnan Asunnot intends to develop and expand SSK’s business and to broaden SSK’s ownership base to increase the liquidity of the company’s share. The tender offer is not aimed at delisting SSK’s share from the Helsinki Stock Exchange.

23.10.2014

Danfoss A/S – Tender Offer for All Shares in Vacon Plc

Castrén & Snellman is representing Danish company Danfoss A/S in a public tender offer concerning Vacon Plc. The total value of the transaction exceeds one billion euros. In connection with the offer, Danfoss acquired all the shares in Vacon held by Vacon’s largest shareholder, AC Invest Three B.V. (a subsidiary of Ahlström Capital), in aggregate 10.56 per cent of all issued shares in Vacon. The combination of Danfoss and Vacon will create a significant global player in the AC Drives market. It is estimated that Danfoss will publish the tender offer document on 24 September 2014, and the offer period will initially expire on 28 October 2014. Castrén & Snellman will draft the necessary notifications concerning the tender offer for the competition authorities in Finland, Germany, Austria, Russia and China. The completion of the transaction is subject to the approval of the Finnish Ministry of Employment and the Economy required under the Finnish Act on Monitoring Foreign Acquisitions.

19.9.2014

Garantia Insurance Company Ltd and the Lead Managers – Issue of the First Rated Guaranteed Multi-Issuer Bond

We advised the guarantor Garantia Insurance Company Ltd and the lead managers Swedbank AB (publ) and Pohjola Bank plc in the issue of a EUR 70 million guaranteed multi-issuer bond, which is the first of its kind to be rated. The bond representing a new type of financing instrument for mid-market companies was marketed to and placed with Finnish and international institutional investors. As in the first guaranteed multi-issuer bond issued in late 2013, family-owned enterprises were well represented in the issue, but as a new feature, the group of issuers also included two listed companies, CapMan Plc and Okmetic Oyj. Other issuers were EM Group Oy, Enfo Oyj, Keitele Forest Oy, Kuusakoski Oy, Lujatalo Oy and Terra Patris Oy. The allocated amounts between the participating companies are either five or ten million euros each. Both the guarantor Garantia Insurance Company Ltd (5 July 2013) and the guaranteed multi-issuer bond hold a Standard & Poor’s credit rating of A-. This transaction like the transaction that was completed in late 2013 required again an innovative approach and good project management and coordinating skills from the legal adviser.

8.7.2014

Four Finnish Savings Banks – Issue of a EUR 100 Million Multi-Issuer Bond

We advised Liedon Säästöpankki, Länsi-Uudenmaan Säästöpankki, Nooa Savings Bank Ltd and Säästöpankki Optia in the issue of an unlisted EUR 100 million multi-issuer bond. The bond was issued on 5 May 2014. Pohjola Bank plc and Skandinaviska Enskilda Banken AB (publ) Helsinki Branch acted as the lead managers of the issue.

15.5.2014

OP-Pohjola – Tender Offer for All Shares in Pohjola Bank Plc

Castrén & Snellman is representing OP-Pohjola Group Central Cooperative in a public tender offer concerning Pohjola Bank Plc. OP-Pohjola Group Central Cooperative is the central institution of the OP-Pohjola Group, Finland’s largest financial services provider. The offer was announced on 6 February 2014, and its total value is approximately EUR 3.4 billion. The tender offer for Pohjola’s shares began on 24 February 2014 and will close on or about 1 April 2014. At the date the offer was announced, OP-Pohjola already held about 61.3 per cent of all voting rights related to Pohjola’s shares, giving it control over the target company. If OP-Pohjola obtains more than 90 per cent of the shares and votes in Pohjola, it will redeem any minority holdings and apply for permission to delist Pohjola’s shares from the Helsinki Stock Exchange. OP-Pohjola has already received undertakings regarding the acceptance of the offer from Ilmarinen Mutual Insurance Company, which is one of Pohjola’s major shareholders, as well as from cooperative banks belonging into the OP-Pohjola Group.

4.3.2014

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