Jussi Nieminen

Fortum – Acquisition of a project development portfolio for renewable power from Enersense

We are acting as a counsel to Fortum in a transaction in which Fortum is strengthening its renewable power project pipeline through the acquisition of a project development portfolio from Enersense. The debt-and-cash free purchase price is approximately EUR 9 million, with the potential for project-specific earn-outs subject to projects successfully reaching a final investment decision in the future. The transaction is subject to customary closing conditions and is expected to be completed during the first quarter of 2025. Fortum is a leading Nordic energy company with the purpose to power a world where people, businesses and nature thrive together. Fortum’s core operations comprise of efficient, CO2-free power generation as well as reliable supply of electricity and district heat to private and business customers. The company is listed on Nasdaq Helsinki. One of Fortum’s strategic targets is to develop at least 800 MW of ready-to-build onshore wind and solar projects by the end of 2026.

19.12.2024

Omya Group – Acquisition of Distrupol

We advised Omya as a local counsel in its acquisition of Distrupol, a thermoplastics distributor and subsidiary of GPD Companies, Inc. (GPD). The acquisition is subject to regulatory approvals. Omya is a leading global producer of industrial minerals – mainly fillers and pigments derived from calcium carbonate and dolomite – and a worldwide distributor of specialty chemicals. Omya has 9,000 people employed across more than 50 countries. Distrupol is a European leader in the sales, marketing, distribution and application development of an extensive range of thermoplastic polymers and elastomers.

9.12.2024

Helkama-Autokauppa – Acquisition of Škoda Dealerships in Helsinki and Tampere

We are advising Helkama-Autokauppa Oy in the acquisition of the Škoda dealerships in Helsinki and Tampere from Hedin Automotive Finland. The transaction is subject to regulatory approval. Helkama-Autokauppa Oy operates as an independent dealer in the dealer network of Helkama-Auto Oy, the Finnish importer of Škoda cars, spare parts and accessories.

3.12.2024

OP Finland Infrastructure – EUR 45 million investment in ESL Shipping

We acted as legal advisor to OP Finland Infrastructure LP in its investment in ESL Shipping Ltd, a Finnish shipping company. Varma Mutual Pension Insurance Company co-invested in the company. The investment was made against new shares in ESL Shipping, and the EUR 45 million co-investment corresponds to a 21.43 % holding in the company. The aim of the investment is to accelerate ESL Shipping’s green transition. ESL Shipping Ltd is a Finnish shipping company. Its main shareholder is Aspo Plc. OP Finland Infrastructure is a fund investing in Finnish infrastructure. The fund is managed by OP Financial Group. Varma Mutual Pension Insurance Company is a Finnish pension insurance company. In September 2023 the value of its investment portfolio amounted to EUR 57.5 billion.

26.4.2024

Remondis – Acquisition of all the shares in Delete Group

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

5.12.2023

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

Sodexo – Sale of Epassi

We advised Sodexo in connection with the sale of its minority shareholding in Epassi Group Oy, alongside the majority shareholder Bregal Milestone and other minority shareholders, to TA Associates and Warburg Pincus. Epassi is a market leader in the provision of employee benefits within the Nordics, the UK and Italy. The unique solution combines all benefits under one mobile application allowing the employees to easily access their employee benefits. Epassi has over 13 million users. Sodexo is a French food services and facilities management company. Sodexo Benefits & Reward Services, recently rebranded as Pluxee, offers employee and health related services and benefits within the meal & food segment to help employers attract, retain, and motivate talents. With vast knowledge and insights of the value of employees’ wellbeing, Pluxee creates and develops innovative solutions for a sustainable and attractive workplace for small businesses as well as for listed and multinational companies.

11.8.2023

Valio and C&S – Sustainable everyday life is created through bold reforms

Valio is a food company with the courage to change with the times. Valio’s road to growth and towards the innovative transformation of the food industry is supported by its long-standing business law partner, Castrén & Snellman. Juha Hölttä became Valio’s General Counsel at a time when the company kicked its new strategy into a higher gear. ‘In the past two years we have made several significant market initiatives and expanded our business from food production to other areas of the value chain. By acquiring Heinon Tukku, we now provide a new kind of added value to restaurants and professional kitchens through our Valio Aimo ® wholesale business. And our joint venture with St1, Suomen Lantakaasu Oy, will enable us to reach our goal of turning manure into biogas for heavy transportation,’ Hölttä describes some of the milestones of the new strategy. In addition to expanding into new business areas, Valio continues to build a more sustainable dairy business alongside seeking international growth from plant-based products. Valio has invested in the international growth of its Oddlygood ® brand through incorporation and gained additional product development expertise through the acquisition of Gold&Green. Carbon footprint of milk reduced by new business operations Dairy products are at the core of Valio’s business, and the company develops this strong foundation not only through product innovation but also at the beginning of the food chain. ‘Who could have foreseen that dairy farm manure could become one way of tackling climate challenges? Our planned biogas plants will use manure and agricultural by-products to produce renewable liquefied biogas for use as transportation fuel,’ says Hölttä. ‘Valio is aiming for a carbon-neutral milk chain by 2035. We are making major reforms in our operations in order to make this happen.’ The sustainability programme for Valio’s 3,700 dairy farms has been expanded, and it now includes the preventive and systematic healthcare of cows as well as actions related to grazing, the climate and biodiversity. ‘Appreciation for locally produced food is on the rise, which means that sustainability questions are local as well. This is a good trend, as it makes it easier for us to make a difference.’ ‘Strategic help even in difficult circumstances’ The service-mindedness of lawyers is key in implementing a growth strategy. Castrén & Snellman Attorneys is a long-standing partner of Valio, and the relationship between the two is tight. ‘At Valio, we are always exploring new business opportunities, and us lawyers are tasked with assessing these opportunities. My philosophy as the General Counsel is that my door is always open. Together we can evaluate how to solve and implement new initiatives. In this job, you must be curious, broad-minded and business-oriented,’ summarises Hölttä. Hölttä’s legal team of five people is supported by experts from Castrén & Snellman. The key to successful partnership is that both parties are familiar with each other’s business operations and ways of working. ‘Castrén & Snellman knows us well, and they maintain an up-to-date overview of our situation, which I highly appreciate. It means that we are able to tackle tricky situations together quickly even in difficult circumstances.’ A joint fast reaction was needed, for example, when Valio exited the Russian market after the country launched its war of aggression on Ukraine. ‘The responsible thing was to leave quickly but in a controlled manner and by repatriating our investment as opposed to leaving an operational food production facility in the hands of a country that was waging war.’ A shared vision of sustainability Valio – Together we make life better A Finnish food company Approx. 4,600 employees Owned by 13 Finnish dairy cooperatives Finland’s most sustainable brand in the Sustainable Brand Index study Read more about sustainability at Valio Castrén & Snellman – Building sustainable success stories Forerunner of demanding legal services 300 employees Owned by its partners ‘We help our clients build sustainable success stories and achieve their sustainability goals.’ Read more about sustainability at Castrén & Snellman Shared success stories of Valio and C&S Global Brand Portfolio Management and IP Enforcement Purchase of Gold&Green’s Brand, IPR and R&D Function Joint Venture for Biogas Production with St1 Sale of Russian Operations Acquisition of Heinon Tukku Significant Growth Funding Round Competition Damages Case Defending Against Environmental Permit Challenge at the Appellate Level

4.5.2023

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

Bewi – Acquisition of Jackon Holding

Together with Cirio, Thommessen, Pinsent Masons and RBB Economics, we advised Norwegian BEWI ASA in an arrangement where it acquired the entire share capital of Jackon Holding AS. BEWI ASA is a Norwegian industrial group operating internationally that manufactures and sells insulation, packaging and component products mainly from EPS, XPS and EPP materials. Jackon offers a wide variety of EPS, XPS, EPP and EPE products, e.g. insulation, elements, wet room boards, other construction systems, packaging products and technical components for industrial purposes. The merger of the companies expands the product range and brings significant synergistic benefits. The competition authorities in Finland, Sweden, Norway and Germany were notified of the transaction. We assisted BEWI ASA in reporting the acquisition to the Finnish Competition and Consumer Authority.

30.11.2022

Rudus – Acquisition of stone aggregates business

We advised Rudus Oy in the acquisition of TerraWise Oy’s stone aggregates business. Rudus Oy is the leading specialist in the market of stone-based building materials and solutions operating in Finland’s building product industry. This business acquisition supplements the stone aggregates business of Rudus while strengthening and expanding its offering, particularly in the Helsinki Metropolitan Area. Since 1999, Rudus has been a part of the Irish CRH Group, a global operator in the building materials industry. CRH operates in 28 countries and has 71,000 employees in approximately 3,155 locations. CRH is the largest building materials company in North America and the second largest in the world.

13.6.2022

Intera Partners – Buy-out of HögforsGST

We assisted Intera Partners in their buy-out acquisition of a heating and cooling system group HögforsGST. There is an increasing demand for energy efficient and smart heating and cooling solutions, since most of the energy used in buildings is consumed for heating which is one of the greatest sources of greenhouse gas emissions as well as one of the most significant expenditures related to properties. Intera Partners is a Finnish growth-oriented private equity firm. Intera was founded in 2007 and is owned by its employees. Intera manages three active funds with a total capital of €785 million. Fund investors include leading Nordic and European institutional investors. HögforsGST is a Finnish company that specialises in the development, manufacture, sale and marketing of high-quality heating and cooling systems and is the leading heating substations supplier in the Nordic countries. The company’s objective is to reduce energy losses in properties while efficiently bringing down living costs and greenhouse gas emissions derived from heating and cooling. HögforsGST has a comprehensive sales network throughout Finland and subsidiaries in Sweden and Norway.

25.5.2022

Valio – Joint Venture for Biogas Production with St1

We advised Valio when it established Suomen Lantakaasu Oy, a joint venture, together with St1. The purpose of the joint venture is to produce renewable biogas as transport fuel using dairy farm manure and agricultural by-products. Suomen Lantakaasu Oy aims to build 8–10 production plants for biogas production and liquefaction by 2030. The company aims to produce a total of 1 TWh of renewable transport fuel, which corresponds to a quarter of the biogas need for Finland’s roadmap to fossil-free transport. St1 will distribute the biogas through its own nationwide network of fuelling stations for heavy-duty vehicles. A prerequisite for the biogas production investment is improving the profitability of the entire biogas value chain and particularly more widespread use of a biogas-powered transport fleet. The joint venture uniquely links the entire value chain, from the network of farmers to biogas production, liquefaction and distribution. Biogas produced from manure creates significant climate benefits and strengthens Finland’s energy and fuel self-sufficiency. Suomen Lantakaasu Oy is a company owned in equal shares by the energy company St1 and the food company Valio. St1’s responsibilities include technical and project planning and the distribution of the final product. Valio is responsible for the procurement of feeds and the planning of raw material logistics. Valio is a Finnish dairy and food group founded in 1905 and owned by Finnish regional dairy co-operatives. Valio has subsidiaries in Sweden, the Baltics, the USA and China. St1 is a Finnish energy company and part of the St1 Nordic Group. The Group investigates and develops financially profitable and environmentally sustainable energy solutions. St1 focuses on marketing liquid fuels, oil refining and renewable energy solutions, such as advanced biofuels and industrial wind power. The Group has in total 1,250 St1 and Shell petrol stations in Finland, Sweden and Norway.

11.3.2022

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

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

17.2.2022

Helen and the Bank of Åland’s Wind Power Fund Non-UCITS – Acquisition and Funding of Kalistanneva Wind Farm

We acted as the legal advisor of the group formed by Helen Ltd and the Bank of Åland’s Wind Power Fund Non-UCITS as it acquired Kalistanneva wind farm from the French VALOREM group. We advised the group both in the business transaction and in the negotiation of the project funding. The investment in renewable energy is a concrete step in Helen’s path towards its aim of being carbon neutral by 2030 and supports its transition to carbon neutral energy production and to diversified energy system. Helen Ltd is one of the largest energy companies in Finland. In addition to heat, cooling and electricity, it offers solutions for regional and renewable energy, smart buildings and electric transport. Ålandsbanken Funds Ltd manages the investment funds of the Bank of Åland, and the Bank of Åland’s Wind Power Fund is the first Non-UCITS fund in Finland investing in wind power. Kalistanneva wind farm is the second investment of the fund. The VALOREM group is an independent French operator in the field of green energy.

7.2.2022

Gasum – Sale of the Risavika LNG Production Plant to North Sea Midstream Partners

We acted as the legal advisor to Gasum in the divestment of the Risavika LNG production plant in Norway to North Sea Midstream Partners (NSMP). Gasum will remain a major off-taker of the liquified natural gas (LNG) and liquified biogas (LBG) produced at Risavika plant under a long-term agreement as part of the transaction. The transaction is in line with Gasum’s growth strategy and the evolving LNG market. Gasum is a leading supplier of biogas and processer of biodegradable waste fractions in the Nordic countries. Gasum promotes the circular economy by processing waste and producing biogas and recycled nutrients in Finland and Sweden, and is the biggest distributor of liquefied natural gas (LNG) in the Nordic countries. Gasum is a fully state-owned company. NSMP is a leading independent midstream business with large-scale gas infrastructure assets serving the North Sea. NSMP provides essential services to over 35 fields owned by energy majors, utilities and independent producers, through a combined gas pipeline length of nearly 600km making NSMP’s infrastructure the largest and most diversified gas transportation and processing system in the UK.

3.11.2021

Boreo – Contemplated Combination of Boreo and Sievi Capital

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

29.9.2021

Lantmännen – Acquisition of Myllyn Paras

Castrén & Snellman advised Lantmännen in its contemplated acquisition of Finnish food company Myllyn Paras from Sponsor Capital and minority owners. The acquisition is a key step in broadening Lantmännen’s offering in Finland. Lantmännen is an agricultural cooperative and Northern Europe’s leader in agriculture, machinery, bioenergy and food products. Lantmännen is owned by 19,000 Swedish farmers and has 10,000 employees in over 20 countries. Myllyn Paras is a Hyvinkää-based company manufacturing, marketing and distributing flour, flakes, grains and pasta as well as frozen dough and bakery products. Myllyn Paras was established in 1928 and operates two factories in Hyvinkää and one in Tammela. Myllyn Paras is one of the most valued food brands in Finland. The group also exports products internationally. Myllyn Paras group employs approximately 110 employees. The completion of the acquisition is subject to obtaining merger control approval from the Finnish Competition and Consumer Authority.

23.9.2021

Grafton Group – Acquisition of IKH

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

24.6.2021

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

Aktia Bank – Acquisition of Wealth Management Operations of Taaleri

We assisted Aktia Bank Plc in its acquisition of the wealth management operations of Taaleri Plc. The deal includes Taaleri Wealth Management Ltd, Taaleri Fund Management Ltd, Taaleri Tax Services Ltd and Evervest Ltd. The purchase price is EUR 120 million (on a cash and debt free basis). In the transaction, assets under management (AuM) amounting to EUR 4.4 billion will be transferred to Aktia according to Aktia’s reporting practice. Aktia’s assets under management will, thus, increase from EUR 10.4 billion to EUR 14.8 billion. As part of the transaction, the parties have agreed on initiating co-operation that supports the strategy of both parties, through which Aktia will be the distributor of Taaleri’s alternative investment products in Finland. The deal supports Aktia’s objective to be the best asset manager in Finland. Together, Aktia and the operations that are being transferred from Taaleri will form one of the leading asset management organisations in Finland. The completion of the transaction is subject to approvals by the Finnish Competition and Consumer Authority and the Financial Supervisory Authority. It is estimated that the transaction will be completed in May 2021. 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. Aktia serves their customers in digital channels everywhere and face-to-face in their offices in the Helsinki, Turku, Tampere, Vaasa and Oulu regions. Their award-winning asset management business sells investment funds internationally. Aktia employs approximately 750 people around Finland. Aktia’s shares are listed on Nasdaq Helsinki Ltd (AKTIA). Taaleri is a Finnish financial services company, whose parent company, Taaleri Plc, is listed on Nasdaq Helsinki main market. The Taaleri Group comprises three business areas: Wealth Management, Insurance, and Energy. In addition, the Group makes investments from its own balance sheet. At the end of 2020, Taaleri had assets under management totalling EUR 7.6 billion and over 6,000 wealth management customers. Taaleri Plc has some 6,000 shareholders. Taaleri’s operations are supervised by the Finnish Financial Supervisory Authority.

10.3.2021

Tesi and C&S – Together Towards More Sustainable Investing

Tesi expects sustainability from its investment targets. Castrén & Snellman helps Tesi achieve its sustainability goals. It is increasingly important for law firms to be able to support their clients’ sustainability work. One good example is the long-term collaboration between Tesi, or Finnish Industry Investment Ltd, and Castrén & Snellman, in which sustainability has grown in significance year by year. ‘We expect our partners to help us achieve our sustainability goals. To do that, they need expertise in and insight into sustainability issues and the developing regulatory environment’, said Heli Kerminen , a director at Tesi. Kerminen is responsible for developing the sustainability and impact of Tesi’s investment activities. Among other projects, C&S advised Tesi when it participated in Swappie’s 35-million-euro investment round last year. Swappie refurbishes and sells recycled phones. Its goal is to operate in 18 countries by 2023. Investments Totalling 250 Million Euros in 2020 Tesi is a Finnish is a state-owned investment company investing in venture capital and private equity funds and directly in growth companies. In 2020, Tesi invested a total of 250 million euros. Investments into nine private equity funds made up 82 million of that sum, and 39 million euros were invested into 20 growth companies. In addition, Tesi gave a 65-million-euro investment commitment to the KRR IV fund-of-funds, which it manages, and invested a total of 63 million euros into 24 companies through its COVID-19 stabilisation programme and Venture Bridge programme. Tesi was founded in 1995. Kerminen divides the company’s history into three stages: the first stage focused on building the Finnish venture capital and private equity market, the second on internationalisation and the third began in 2019 with a new strategy that shifted the focus onto social impact. ‘Sustainability is one of our key operating principles and an integral part of our investment and decision-making processes. We encourage companies to grow sustainably by sharing information and expertise with them’, Kerminen said. ‘We believe that Finnish companies have a key role to play in finding sustainable solutions to global challenges.’ A Circular Economy Programme to Promote Sustainable Growth Sustainability can be seen in many parts of Tesi’s operations. Based on the work Tesi has done with the Finnish Innovation Fund Sitra, Tesi created a circular economy programme, which is an investment programme focused on responsible and sustainable growth. The goal of the programme is to promote the circular economy, support the growth and internationalisation of target companies and promote impact investing. Tesi has dedicated 75 million euros to the programme. Tesi’s core mission is to support the growth and internationalisation of companies. Tesi’s mission is also to highlight and promote sustainable investing. ‘We look at the impacts that our investments have on the environment and on society. Profit is not enough for Tesi, we expect investment targets to operate sustainably and to have a positive impact on society’, Kerminen said. Tesi also encourages its portfolio companies to develop sustainable products, services and business models. ‘A great example of a sustainable business model that is going global is Swappie. Swappie sells refurbished smartphones. This reduces harmful environmental impacts by extending the lifecycle of smartphones and also provides social benefits by putting affordable phones on the market’, Kerminen said. Tesi’s and C&S’s shared journey promoting sustainable investing 2020 Establishment of Stabilisation Program for Mid-sized Companies Investment in Varjo Technologies Investment in Swappie 2019 Investment in Endev Investment in Oura Health 2018 Sale of IonPhasE to Croda International Investment in Nosto Solutions Investment in Zervant 2017 Investment in BC Platforms AG Group Co-investment in Midaxo 2016 Co-investment in OptoFidelity Co-investment in Verto Analytics 2015 Co-investment in in Rauma Marine Constructions 2014 Acquisition of Meyer Turku (formerly STX Finland)

10.2.2021

Gasum and C&S – A Shared Course to a Cleaner Future

Over the past seven years, Gasum has transformed itself from a traditional Finnish gas distributor to a modern energy company and significant circular economy operator in the Nordic countries. Castrén & Snellman has stood by Gasum’s side throughout this journey. When General Counsel Tiia Ryhänen joined Gasum in 2013, the company was still a traditional gas distributor. ‘We closed our first liquefied natural gas (LNG) acquisition in 2014. In the seven years since, Gasum has transformed itself into a modern, international energy company and circular economy operator’, Ryhänen said. This major shift has taken place through a series of corporate transactions. Ryhänen has been involved in every one of them over the past seven years. ‘It has been exciting to be a part of creating something new and expanding the company. I have particularly enjoyed welcoming many new people onto the Gasum team.’ ‘Like an Extension of Our In-House Team’ Castrén & Snellman Attorneys has been Gasum’s partner from the very start. ‘C&S has stood by our side throughout this journey. We have a strong partnership. C&S really understands how we handle acquisitions. We always want to act in a way that respects the people on the other side of the table’, Ryhänen said. Ryhänen’s team includes three other in-house lawyers. Since last August, the team has also had one of Castrén & Snellman’s lawyers ‘on loan’, i.e. on secondment. ‘C&S is like an extension of our in-house team. We work with at least one of their lawyers nearly every week. We regularly talk about the best ways to move forward in assignments. We can trust them to always deliver on their promises.’ Towards a Carbon-Neutral Society Gasum is a Nordic gas sector and energy market expert. The company’s strategy is to expand the natural gas market. Our work has a shared purpose: cleaner energy. ‘The demand for natural gas and biogas is growing fast, because fighting climate change requires switching to cleaner solutions. We are building a bridge towards a carbon-neutral society together with our customers and partners.’ In practice, this goal means that Gasum will have to expand its network of gas filling stations, increase its production and sourcing of biogas and help its customers reduce their emissions. ‘We have also expanded our operations on the electricity market. Last September, we entered into a long-term wind power deal with ABO Wind Oy for the output of their wind park. In 2023, we will begin selling our customers renewable wind power produced in Kestilä.’ Gasum’s Journey to a Modern Circular Economy Operator with C&S 2020 Gasum acquires the entire share capital in Swedish biogas producer Skövde Biogas AB from Torran Gas Holding AB. 2019 Gasum acquires AGA’s Clean Energy business and Nauticor’s Marine Bunkering business from Linde AG. Gasum sells its subsidiary Gasum Tekniikka Oy to industrial maintenance partner Viafin Service Oyj. 2018 Gasum increases its shareholding in Skangas to 100%. Gasum acquires Enegia Group Oy’s energy market services business. 2017 Gasum increases its shareholding in Skangas to 70%. Gasum sells its heat business and natural gas retail business to Auris Kaasunjakelu Oy in the Auris gas distribution network area. Gasum acquires 100% of the shares in the Swedish biogas producer Swedish Biogas International. The acquisition makes Gasum the leading producer of biogas in the Nordic countries. 2016 Gasum acquires the Biotehdas biogas plant chain owned by Taaleritehdas Biofactory I Ky Private Equity Fund. Gasum and its subsidiary Skangas acquire the Risavika LNG production plant in Norway from Lyse Group. Gasum acquires the full shareholding of Biovakka Oy. 2015 Gasum sells the shares in its subsidiaries Gasum Paikallisjakelu Oy and Helsingin Kaupunkikaasu Oy to SL Capital Partners. 2014 Gasum acquires a majority in Skangass’s liquefied natural gas (LNG) distribution operations from Lyse Corporation. The acquisition makes Gasum the leading Nordic LNG operator.

15.1.2021

Cargotec – Contemplated Merger

We acted as advisor to Cargotec, a leading Finnish provider of cargo and load handling solutions, in a contemplated merger with Konecranes, a Finnish world-leading group of lifting equipment and solutions. The aim of the future company would have been to be a leader in sustainable material flow with a vision based on decarbonisation, safety, productivity and efficiency as well as maximizing the lifetime value of the equipment and solutions of its customers. Cargotec and Konecranes entered into a combination agreement on 1 October 2020. The completion of the merger was subject to the fulfilment of customary conditions precedent, including obtaining merger control approvals. On 29 March 2022 Cargotec and Konecranes jointly decided to cancel the planned merger. The reason for this decision was that the UK Competition & Markets Authority (CMA) blocked the merger. Prior to the cancellation, Cargotec and Konecranes had obtained clearances for the planned merger from numerous competition authorities, among others a conditional approval by the European Commission.

2.10.2020

Danske Bank, Nordea and OP Financial Group – Sale of Automatia Pankkiautomaatit Oy

We are advising the banks in the sale of the shares of Automatia Pankkiautomaatit Oy to cash handling company Loomis AB. The banks have committed to new long-term service agreements and will continue to be significant customers of Automatia. As part of the transaction, it has been agreed that Nordea and OP will acquire the Siirto brand, which is currently owned by Automatia. Automatia operates and develops the Otto ATM network in Finland and offers nationwide cash supply services to banks. Loomis AB is a listed company specialising in cash handling, with operations in more than 20 different countries. In Finland, the company has ten offices and approximately 500 employees. The completion of the acquisition is subject to approvals by the relevant authorities, including the Finnish Competition and Consumer Authority.

2.3.2020

Fortum – Divestment of the District Heating Business in Joensuu

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

30.12.2019

Gasum – Acquisition of Clean Energy and Marine Bunkering Businesses from Linde AG

We advised Gasum in its acquisition of AGA’s Clean Energy business and Nauticor’s Marine Bunkering business from Linde AG. The acquisition is part of Gasum’s strategy execution and further strengthens the company’s capacity to offer gas solutions to various customer segments in multiple locations and will enhance the development of the Nordic gas market. Together, the businesses employ 35 people and generate annual revenues of more than EUR 100 million. Several assets will be transferred to Gasum in the acquisition, including an LNG liquefaction plant, two LNG terminals, two LNG bunkering vessels, and 48 gas filling stations in Sweden and Norway. The deal was signed on 13 November 2019, and the transaction is anticipated to be completed during 2020.

14.11.2019

OP Group – Dominance investigation

We successfully defended OP Group before the FCCA in a long-running alleged abuse of a dominant position case. This was a major dominance investigation concerning acceptability of customer bonus schemes and mixed bundling/multi-product rebates. The case is one of the most significant and complex dominance matters ever investigated by the FCCA. The authority and both parties used significant resources in the investigation, which lasted for more than three years. The case was initiated in 2015 based on a request for action by major Finnish insurance company IF to the Finnish Competition and Consumer Authority. Essential claim by IF was that OP had granted insurance policies to customers on foreclosive terms by offering discounts on insurances based on bonuses they received inter alia because of their mortgages/loans. If’s request for action was, however, without merit and the FCCA ultimately closed investigations without imposing any fines to OP. The FCCA left open the question whether OP was dominant in the first place but concluded that its investigations did not even support the contention that OP’s bonus scheme could constitute abuse of a dominant position.

24.9.2019

Pohjolan Liikenne – Defence in Competition Investigations and Enforcement Proceedings

We represented Oy Pohjolan Liikenne Ab in long-running investigations and subsequent competition enforcement proceedings before the FCCA, the Market Court and the Supreme Administrative Court in relation to an alleged cartel concerning the Finnish bus and coach transportation markets. The matter is a landmark competition case in Finland both in terms of the number of defendants and of the FCCA having proposed the highest ever fines (in total EUR 38 million) in a case relating to cooperation within a trade association (Finnish Bus and Coach Association). Due to a successful defence, the Supreme Administrative Court ultimately imposed significantly lower fines on the parties (in total EUR 8.9 million) than those claimed by the FCCA in its proposal to the Market Court. On the part of our client, we managed to reduce the imposed fines from the proposed and claimed amount of approximately EUR 5.8 million to EUR 300 thousand.

23.9.2019

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

Mutares – Acquisition of Ruukki Building Systems

We advised investment group Mutares AG when its portfolio company Donges Group acquired Ruukki Building Systems Oy and its subsidiaries from Rautaruukki Corporation, a subsidiary of SSAB Group. Closing of the transaction is subject to the approval of relevant competition authorities. Ruukki Building Systems is specialising in the design, manufacture and installation of building frame, envelope and bridge structures out of steel. The company offers heavy steel structures and bridges as well as other types of steel and concrete frame structures to its customers. Ruukki Building Systems operates four production sites in Finland, Poland and Lithuania and it employs some 500 people. Mutares AG shares are listed on the Frankfurt Stock Exchange. Donges Group has been part of the Mutares Group since November 2017. For Donges Group, the acquisition of Ruukki Building Systems allows to complement its existing setup by additional engineering and production know-how in Eastern Europe and to realize synergies within the Group.

4.9.2019

Aberdeen Standard Investment, DIF and Local Pensions Partnership – Acquisition of Elenia Lämpö

We advised a consortium formed by Aberdeen Standard Investments, DIF and Local Pensions Partnership in a transaction whereby the consortium is purchasing the entire share capital of Elenia Lämpö. The seller is Elenia Oy, the parent company of the Elenia Group, which will focus on improving electricity distribution security and developing an intelligent electricity system and customer services for its customers. Elenia Lämpö Oy produces district heating and distributes district heating in Häme, Central Finland, Northern Ostrobothnia and Heinola.

1.7.2019

Global manufacturing company – Competition law infringement damages claim

We represented a global manufacturer in large-scale international arbitration proceedings against subsidiaries of a multination company. It was the largest antitrust damages case ever tried in Finland and one of the largest and most complex private enforcement of competition law cases ever tried in Europe. The counterparties claimed over USD 800 million in damages from our client based on an alleged global cartel. The dispute was solved by an amicable settlement between the parties to the full satisfaction of our client.

16.6.2019

Gasum – Sale of Gasum Tekniikka to Viafin Service

We acted as Gasum Oy’s legal counsel when it sold its subsidiary Gasum Tekniikka Oy to the industrial maintenance partner Viafin Service Oyj. This arrangement is part of Gasum’s strategy to focus on developming the gas market and energy infrastructure in the Nordic countries. The agreement was signed on 17 January 2019 and the transaction is expected to be closed by the end of February 2019. Gasum Tekniikka specialises in maintenance and service relating to natural gas, biogas and liquefied natural gas (LNG) usage solutions and has approximately 100 employees. The company offers services covering the entire lifecycle of gas systems from initial review to more specific determination and design, construction and installation as well as commissioning and maintenance work. Gasum Tekniikka will continue providing services to current and new customers as part of the Viafin Service Group. Gasum is a Nordic gas sector and energy market expert. Gasum imports natural gas into Finland and promotes the circular economy by processing waste and producing biogas and recycled nutrients in Finland and Sweden. The Gasum Group has around 400 employees in Finland, Norway and Sweden. The company’s revenue for 2017 was EUR 925 million.

21.1.2019

LänsiAuto – Acquisition of Opel Finland and the Baltic Opel import business

We acted as the legal advisor to LänsiAuto Oy in a transaction in which LänsiAuto became Opel group’s wholesale importer in Finland and the Baltics (Estonia, Latvia and Lithuania) by acquiring Opel group’s Finnish sales company Opel Finland Oy and the Baltic Opel import business which was transferred to Opel Finland Oy in connection with the transaction. The transaction was approved by the Finnish Competition and Consumer Authority on 22 October 2018. The name of Opel Finland Oy has been changed to LänsiAuto Drive Oy. LänsiAuto is a growing and developing automotive group that offers car sales, repair, leasing and rental services. The group’s business has grown strongly in recent years: in 2019 its net sales will exceed EUR 400 million. LänsiAuto imports Opel to Finland and the Baltics and is the Finnish franchising partner of the world’s largest car rental company.

7.1.2019

LänsiAuto – Sale of LänsiAuto’s Volkswagen, Audi and SEAT businesses in Kotka, Kouvola and Lappeenranta

We are advising LänsiAuto Oy in the sale of LänsiAuto’s Volkswagen, Audi and SEAT businesses in Kotka, Kouvola and Lappeenranta to K-Caara Oy, a Kesko group company. The completion of the transaction is subject to approval by the Finnish Competition and Consumer Authority, which is expected to be completed during the first quarter of 2019. The pro forma net sales of the businesses to be sold totalled some EUR 67 million in 2017. LänsiAuto is a growing and developing automotive group that offers car sales, repair, leasing and rental services. The group’s business has grown strongly in recent years: in 2019 its net sales will exceed EUR 400 million. LänsiAuto imports Opel to Finland and the Baltics and is the Finnish franchising partner of the world’s largest car rental company.

7.1.2019

Häggblom & Partners – Sale and Purchase of Forest Real Estate

We assisted Häggblom & Partners Oy, a financial advisory firm, when it advised UB Fund Management Company Ltd, a subsidiary of United Bankers Plc, in a transaction in which United Bankers’ forest funds entered into an agreement on the sale and purchase of forest real estate and a long-term partnership with Finnish forestry group UPM. In the sale and purchase, UPM sold more than 21,000 hectares of forest mainly in the Kainuu region in Finland to two forest funds managed by UB Fund Management Company. The funds are Erikoissijoitusrahasto UB Metsä and UB Nordic Forest Fund III Ky. The sale and purchase is one of the largest of its kind in Finland over the past ten years. It increases the total area of the forest estates owned by United Bankers’ funds to more than 110,000 hectares. In the long-term partnership agreement, United Bankers undertakes to sell a significant amount of timber harvested from its forests to UPM every year, and UPM undertakes to manage the forest assets of United Bankers. The agreement aims at supporting the profitable growth of the UB forest funds and to improve the predictability of their operations through a long-term timber sales agreement. United Bankers Plc is a Finnish investment group established in 1986. It engages in asset management, brokerage, capital markets services and fund management. Within asset management, the company specialises in investments in real assets. United Bankers is mainly owned by its key personnel. The group has 138 employees and 32 agents (6/2018). In 2017, its turnover was approximately EUR 25.0 million and its operating profit was approximately EUR 3.6 million. The group administers a total of approximately EUR 2.9 billion in assets (6/2018). United Bankers has been listed on the First North Finland market since November 2014. With 514,000 hectares of forest, UPM is one of Finland’s largest forest owners. UPM also owns 75,000 hectares of forest in the United States and 255,000 hectares of plantations in Uruguay.

17.12.2018

Vapo – Merger of Vapo’s Grow&Care Division and Dutch BVB Substrates

We are assisting Vapo in an arrangement in which Vapo’s Grow&Care division and Dutch family-owned company BVB Substrates B.V. are being combined into a new company to be established, Kekkilä-BVB Oy. The new company is intended to begin operations at the start of 2019. Through this combination, Kekkilä-BVB will be Europe’s leading and most versatile professional agriculture and hobby-gardening operator. The pro forma turnover of the new company will be approximately 240 million euros and it will employ approximately 500 people. Vapo will own 70% of the shares in the new company and the van Buuren family’s investment company will own 30%. Vapo is one of the largest European operators in the professional agriculture business and the largest producer of garden peat. The company is the market leader in the Nordic countries with its well-known Kekkilä and Hasselfors Garden brands. It markets professional agriculture products under the Kekkilä Professional brand, which is exported to approximately 80 countries. Furthermore, Vapo globally sells raw materials for use in substrate. BVB Substrates B.V. is a Dutch family-owned company founded in 1908, owned and run by the van Buuren family. BVB’s most important business areas are professional agriculture, consumer business and services for landscapers. The company primarily exports under the BVB Substrates brand to over 80 countries.

30.10.2018

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

Gasum – Acquisition of Enegia’s Energy Market Services

We assisted Gasum Oy in its acquisition of Enegia Group Oy’s energy market services business. The deal includes the entire share capital of Enegia Consulting Oy, Enegia Portfolio Services Oy and intStream Oy. The deal is pending on authority approvals and is expected to be completed in the early autumn of 2018. Enegia is one of the leading Nordic independent energy expert organisations for the energy industry. Over half of the 100 largest Finnish companies use Enegia’s services, and Enegia Group’s net sales in 2017 were €119.7 million. Enegia’s electricity trade volume is 15 TWh, corresponding to approximately one fifth of Finland’s electricity use. The energy market services business employs approximately 35 professionals. Gasum is an energy company and Nordic gas sector expert. Together with its partners, Gasum is building a bridge towards a carbon-neutral society on land and at sea. Gasum imports natural gas to Finland and promotes the circular economy by processing waste and producing biogas and recycled nutrients in Finland and Sweden. The company offers energy for heat and power production, industry as well as road and maritime transport. Gasum is the leading supplier of biogas in the Nordic countries. The Gasum Group employed 409 people in Finland, Norway and Sweden at the end of 2017. The company’s net sales was €925 million in 2017.

21.6.2018

AVARN Security – Combination of AVARN Security and Prevent 360

We acted as the legal advisor to Sector Alarm Group and Avarn Group in the transaction where the Finnish security companies AVARN Security Oy and Prevent 360 Group agreed to combine their businesses. The two companies signed a deal on a business combination on the 22 January 2018. Prevent 360 is owned by Intera Partners and the management team and the owner of AVARN Security is Sector Alarm Group. The arrangement requires an approval from the Finnish Competition and Consumer Authority (FCCA). The businesses included in the combination are security services, alarm center services and security technology. The current owners of the companies remain as shareholders. AVARN Security Finland is a security firm for corporate customers and public sector providing nationwide security services and solutions. AVARN Security Finland employs more than 2.800 security professionals. AVARN Security is part of the Norwegian Sector Alarm Group . Prevent 360 (formerly ISS Security) provides its customers with comprehensive security solutions. Prevent 360 combines professional guard services with the newest digital applications. Prevent 360 is a prominent industry actor that employs 1400 security professionals.

4.6.2018

Autovahinkokeskus and Its Shareholders – Sale of the Company to Copart Group

We represented Autovahinkokeskus (AVK) and its shareholders in the sale of the company to the US Copart Inc. group. The acquisition is part of Copart’s network growth strategy in Europe. AVK was founded in 1966 and is specialised in motor salvage, the sale of replacement trade and insurance company services. It maintains Finland’s largest vehicle auction, which realises over 18,000 vehicles a year. The company’s offices are located in Espoo, Pirkkala, Turku and Oulu, and its network also comprises 21 intermediate storages across Finland. Copart, Inc. (NASDAQ: CPRT), founded in 1982, is a global leader in online vehicle auctions and insurer services. Copart’s innovative technology and online auction platform links clients with more than 750,000 registered users in over 170 countries. Copart operates in more than 200 locations in 11 countries, now including Finland.

22.3.2018

Central Deck and Arena – Pioneering real estate development project featuring Finland’s largest multi-purpose arena in Tampere city centre

We acted as counsel for OP Financial Group’s insurance and pension insurance companies and LocalTapiola Group in an arrangement in which said investors agreed, together with SRV Yhtiöt Oyj, on the implementation of the Central Deck and Arena project located in the Tampere city centre. As a part of the arrangement, said investor group formed a consortium together with the City of Tampere for the purposes of the development of the multi-purpose Central Arena. The Central Deck and Arena project will feature Finland’s largest multi-purpose arena, an adjoining hotel and casino, five residential and office tower buildings with approximately 1,000 apartments as well as a parking facility. The total floor area of the building complex will be approximately 120,000 m 2 . Further, the project also involves the development of six apartment buildings in the Ranta-Tampella lakeside area in Tampere. The construction works will be executed in stages with the target that the Central Arena will open in 2021. The overall building complex is estimated to be completed by 2024. A prominent feature of the project is that the building complex will be constructed on an aboveground deck that extends over the existing railway tracks in the Tampere city centre, thus, constituting an entirely new commercial, residential and events district. The total value for the Central Deck and Arena project is estimated to amount to EUR 550 million. The project financing of the Central Arena is envisaged to include EUR 18 million in state aid, which was approved by the European Commission in 2017. Further, the City of Tampere will contribute to the project with an investment of a maximum of EUR 60 million with a majority of the financing directed into development of the Central Arena and the construction of the Arena deck. As counsel for the investors, we had a key role in providing support for our clients in their investment decision-making and the preparation and negotiation of the central agreements concerning the terms and the conditions of the investment under the joint venture agreement between the investors and SRV as well as the shareholders’ agreement for the Central Arena between the investors, SRV and the City of Tampere. Further, we assisted the investors in the preparation and negotiation of key project agreements ranging from the land use and acquisition agreements related to the deck, the railway area and the real properties, operator and cooperation agreements for the Central Arena and commercial lease agreements to the agreement on the use of the Central Deck in the railway area entered into with the Finnish Transport Agency. Our involvement also included the negotiation of the financing documentation with the financiers of the Central Arena comprising Nordea Bank, Tampereen Seudun Osuuspankki, Svenska Handelsbanken and LocalTapiola. The Central Deck and Arena is a prime example of Castrén & Snellman’s wide-ranging expertise in real estate development projects, combining expertise in real estate and construction law and real estate transactions with finance as well as competition and public procurement expertise.

16.2.2018

Colliers – Acquisition of Ovenia Group

We advised Colliers International, a global leader in commercial real estate services, in its acquisition of the Ovenia Group. The Ovenia Group is Finland’s leading provider of property and real estate management services and leasing services. The Group comprises Ovenia Oy, Ovenia Isännöinti Oy and Realprojekti Oy. The Ovenia Group is responsible for the maintenance of 19 shopping centres and 1,500 business premises, and the administration of over 50,000 apartments. Colliers International Group Inc. (NASDAQ and TSX: CIGI) is an industry leading global real estate services company with 15,000 skilled professionals operating in 68 countries. With an enterprising culture and significant employee ownership, Colliers professionals provide a full range of services to real estate occupiers, owners and investors worldwide.

11.1.2018

Ferguson – Disposal of Stark Group

We acted as local counsel for Ferguson plc in the sale of Stark Group to US private equity firm Lone Star in a deal worth over EUR 1 billion. Stark Group is the largest retailer and distributor of building materials in the Nordic region and it operates through the brands STARK in Finland and Denmark, Neumann in Norway and Beijer in Sweden. Stark Group is being sold as part of Ferguson’s strategy to phase out its Nordic activities. The transaction is conditional on the receipt of merger clearance from the relevant competition authorities.

13.11.2017

Gasum – Gasum Increasing Its Shareholding in Skangas to 70%

We acted as legal counsel to Gasum in the increase of its shareholding in Skangas to 70%. Following Gasum’s increase, the Norwegian Lyse Group will continue as a Skangas shareholder with a 30% stake. The increase in shareholding will strengthen Gasum’s position as the leading LNG provider and developer of the Nordic gas ecosystem. Developing the Nordic gas ecosystem is a key element of Gasum’s strategy, and LNG in particular will play an increasingly important role in the Nordic gas market in the future. Gasum acquired a majority shareholding of 51% in Skangas in 2014, and the current increase in ownership will provide Gasum with new capacities for the development of the Nordic LNG Market. ‘This increase in shareholding will position us even better to respond to the growing demand for LNG and build a bridge to a carbon-neutral society together with our partners’, says Gasum CEO Johanna Lamminen.

29.6.2017

Gasum – Sale of Heat Business and Natural Gas Retail Business

We advised Gasum Ltd in selling its heat business and natural gas retail business to Auris Kaasunjakelu Oy in the Auris gas distribution network area. Anticipated to be completed by mid-February, the transaction is part of Gasum’s strategy in which the key objective is to expand the gas market based on biogas, natural gas and liquefied natural gas (LNG) in the Nordic countries. ”This transaction is part of the Gasum strategy and enables us to focus on providing an even better and more comprehensive service to our biogas, natural gas and LNG customers in industry, road and maritime transport and waste management.” Gasum CEO, Johanna Lamminen

8.2.2017

Gasum – Acquisition of Swedish Biogas International

We acted as the lead advisor to Gasum Oy in its acquisition of 100% of the shares in the Swedish biogas producer Swedish Biogas International AB. In the transaction, five biogas plants located in Jordberga, Katrineholm, Lidköping and Örebro in Sweden as well as a majority shareholding in a production plant located in Västerås, Sweden, were transferred to Gasum’s ownership. Swedish Biogas International also has a 50% shareholding in Vadsbo Biogas. After the transaction, Gasum became the biggest producer of biogas in the Nordic countries. The transaction was closed on 2 January 2017. Gasum is Finland’s leading processer of biodegradable waste and supplier of biogas. This acquisition is the first one of its kind for Gasum’s biogas business outside Finland. The Gasum Group has around 300 employees in Finland, Norway and Sweden. The company’s revenue in 2015 totaled €915 million.

5.1.2017

Esperi Care – Acquisition of MediVida Oy’s business

We are acting as the legal advisor to Esperi Care Oy in its acquisition of a significant part of the shares in MediVida Oy’s subsidiaries. In the transaction, MediVida’s care and residential services, services for children and families as well as medical services business will be transferred to Esperi. The turnover of the acquired business is MEUR 30, and 700 employees will be transferred to Esperi. The transaction is pending the approval of the Finnish Competition and Consumer Authority. The transaction is expected to be closed in the beginning of 2017. Esperi Care Group, founded in 2001, is the leading Finnish social care company that offers residential care services for the elderly, the disabled and those in rehabilitation. The Group collaborates with over 150 Finn-ish municipalities and has over 3,700 places for inhabitants all around Finland. The Group has a turnover of over EUR 160 million and employs over 4,000 people. MediVida, founded in 2007, is a Finnish social and health care services company offering health and care services as well as services for children and families.

12.12.2016

Gasum and Skangas – Acquisition of the Risavika LNG production plant in Norway from Lyse Group

We act as lead counsel to Gasum and its subsidiary Skangas in their acquisition of the Risavika LNG production plant in Norway from Lyse Group. Gasum acquired the majority of Skangas’ LNG distribution operations from the Lyse Group in 2014, with the transaction including a purchase option for the Risavika LNG production plant. The acquisition was part of Gasum’s strategy to improve the availability of competitive LNG in the Nordic countries. Under the tolling agreement signed in 2014, Gasum and Skangas already bought the full annual capacity of the Risavika LNG plant. The current acquisition of the plant finalises the overall acquisition of Skangas and will strengthen Skangas’ presence in the downstream LNG value chain and secure Skangas’ commercial position in the Norwegian market and the North Sea. The acquisition agreement was signed on 17 March 2016. The acquisition of the Risavika LNG production plant is subject to approval by competition authorities in Sweden and Norway.

6.4.2016

Global Tungsten & Powders Corporation – Acquisition of Tikomet Oy

We acted as the legal advisor to Global Tungsten & Powders Corporation (GTP) in its acquisition of Tikomet Oy from Sponsor Capital and Tikomet Oy’s management. The share purchase agreement regarding the transaction was signed on 12 June 2015. The transaction is pending the approval of relevant authorities. Tikomet is one of the leading producers of hard metal powders that apply the zinc recycling process, which is cost-effective and environmentally safe. In 2014, Tikomet Oy had a turnover of EUR 28.2 million. Today, the company has 38 employees. GTP is one of the largest processors of tungsten raw materials in the Western world, with a history dating back to 1916. The company’s headquarters and largest production facility are located in Towanda, Pennsylvania. GTP is a division of the Austrian based Plansee Group. In the 2013/14 fiscal year, the Plansee Group realised consolidated sales of 1.2 billion euros and employed a total of 6,060 people worldwide.

2.7.2015

Gasum Oy – Sale of Its Local Distribution Network to SL Capital Partners

We act as legal counsel to Gasum Oy in the sale of its local distribution network through the shares in its subsidiaries Gasum Paikallisjakelu Oy and Helsingin Kaupunkikaasu Oy to SL Capital Partners, funded through its infrastructure fund SL Capital Infrastructure I LP. The agreement was signed on 22 June 2015 and is expected to be completed within approximately one week. The transaction is part of Gasum’s strategy to focus on the development of the Nordic gas market and energy infrastructure through environmentally friendly solutions. Gasum Paikallisjakelu Oy is in charge of local gas network operations in twelve areas in Finland, and Helsingin Kaupunkikaasu owns the Helsinki natural gas network. Gasum is now giving up ownership of the distribution network, but maintains the supply contracts with gas customers. Looking forward, SL Capital will work closely with Gasum to grow the business, connecting new customers and encouraging greater use of gas throughout southern Finland. SLCI I is the infrastructure fund managed by SL Capital Partners, targeting long-term investment in core infrastructure assets in the UK and North West Europe. The fund’s capital has been raised from pension funds from the UK, Canada and Europe. SL Capital Partners manage segregated accounts for some of the world’s largest pension funds. The business is owned by its partners and Standard Life Investments, the fund management arm of the Standard Life Group (FTSE 100 listed company).

23.6.2015

Meyer Werft and Finnish Industry Investment – Acquisition of Meyer Turku Oy

We acted as the buyer’s legal advisor in a transaction that involved the acquisition of 100% of the shares in Meyer Turku Oy, formerly STX Finland Oy, from STX Europe AS which is part of the group of international shipbuilding companies owned by the South Korean STX Corporation. In addition to Castrén & Snellman, numerous other professional advisors representing different fields and jurisdictions were involved in the various parts and stages of this highly complex transaction project. Meyer Turku Oy is an international shipbuilding company specialised in technologically demanding shipbuilding projects, including the M/S Oasis of the Seas and the M/S Allure of the Seas, Finland’s largest export products and the world’s largest and most innovative cruise ships. These ships were developed and designed at and delivered from the company’s Turku shipyard in 2009 and 2010, respectively. The share purchase agreement regarding the transaction was signed on 24 July 2014, and the transaction was completed on 19 September 2014 after merger clearance from the competition authorities. The successful completion of the transaction is an excellent example of the benefits that our clients gain from the combination of our long-term experience in demanding cross-border transactions and our expertise in a wide range of specialised facets of business law.

3.10.2014

Capiton – Acquisition of PRC, the European Phenolic Resins Business of Dynea

We advised German private equity investor capiton AG in its acquisition of Dynea Chemicals Oy’s phenolic resins business. The transaction was completed on 17 February 2014. The business of the acquired companies constitute a European market leader in phenolic resins. The companies operate from seven production facilities in six countries (Finland, France, Germany, Poland, Romania and United Kingdom) and have approximately 300 employees and an annual sales of approximately €220 million.

20.3.2014

Gasum – Acquisition of Majority Stake in Norwegian Skangass to Make Gasum the Largest LNG Operator in the Nordics

We act as lead counsel to Gasum in the acquisition of a 51% majority in Norwegian Skangass’s liquefied natural gas (LNG) distribution operations from Lyse Corporation. The Skangass production plant in Risavika will remain in Lyse’s ownership, but a long-term delivery contract regarding the use of the unit has been made with the new joint venture. Skangass’s Öra terminal in Norway, the Lysekil terminal still under construction and the planned Gävle terminal, both in Sweden, will be transferred to the joint venture. The acquisition, which makes Gasum the largest Nordic LNG operator, is part of Gasum’s strategy of improving the availability of competitive LNG in Finland and taking a strong position in the growing Nordic LNG market overall. The formation of the joint venture will improve the availability of LNG, creating a distribution infrastructure in the Nordic countries, and broadly benefit the present and future needs of the marine traffic, heavy duty traffic, and the industrial clients currently outside the natural gas grids.

10.3.2014

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