Kiti Karvinen

WithSecure – Sale of open source data collection product and business

We advised WithSecure Oyj in the sale of its open source data collection product and business to Patria Oyj. The divested business combining software and services falls outside WithSecure’s current strategy. Through the sale, WithSecure sharpens its focus on the Elements portfolio. WithSecure is a global cyber security company (listed on NASDAQ OMX Helsinki) with more than 35 years of industry experience. WithSecure offers partners flexible commercial models, ensuring mutual success across the dynamic cyber security landscape. Patria is an international company in the defence and security industry offering defence, security and aviation life cycle support services and technology solutions. As a result of the transaction, Patria will open a new office in Oulu and 10 WithSecure experts currently working in the business area will join Patria.

30.9.2024

Andritz – Acquisition of Procemex

We advised Andritz Oy, a part of ANDRITZ group, with their acquisition of all the shares in Procemex Oy. The acquisition further strengthens ANDRITZ’s automation and digitalisation portfolio. Procemex is a global leader in integrated web monitoring and web inspection solutions for the pulp and paper industry. It has a team of more than 100 vision systems experts and has subsidiaries in Germany, Japan and the US. ANDRITZ offers a broad portfolio of innovative plants, equipment, systems, services and digital solutions for a wide range of industries and end markets. ANDRITZ is a global market leader in all four of its business areas – Pulp & Paper, Metals, Hydropower and Environment & Energy. The publicly listed group has around 30,000 employees and over 280 locations in more than 80 countries.

18.7.2024

Prevas Aktiebolag – Acquisition of majority of NMAC Group shares

We are acting as Finnish legal advisor to Prevas Aktiebolag in its acquisition of approximately 92 percent of the shares in NMAC Group Oy (‘Enmac’). This acquisition marks Prevas’ entry into the Finnish market and is aligned with its growth strategy, enabling future market synergies. Swedish Advokatfirman Lindahl KB is acting as lead legal counsel to Prevas Aktiebolag in this deal. Enmac was founded in 1983 and is a prominent player in the Finnish market offering advanced services in production process development, including advanced technical calculations, industrial automation, product development, as well as process and piping design. With approximately 200 employees and 8 locations in Finland, Enmac achieved a turnover of MEUR 23 in 2023. The transaction is subject to approval from the Finnish Ministry of Economic Affairs and Employment.

23.5.2024

OP Finland Infrastructure – Investment in Cactos Fleet Finland

We acted as the legal advisor to OP Finland Infrastructure LP in its investment in Cactos Fleet Finland Ky. Cactos Fleet Finland invests in smart electricity storage systems in Finland. OP Finland Infrastructure is a fund investing in Finnish infrastructure. The fund is managed by OP Financial Group. Cactos Fleet Finland primarily invests in electricity storage systems installed in real estate properties. In addition to their grid-related tasks, these systems can level out peaks in the property’s electricity consumption and provide back-up power.

29.4.2024

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

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

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

18.1.2024

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

OX2 – Sale of stake in Finnish offshore wind development portfolio to Ikea’s Ingka Investments

We acted as the local legal advisor to OX2 in an arrangement whereby OX2 agreed with Ingka Investments, an investment company of the Swedish IKEA retail business, on the sale of a 49% stake in its three offshore wind projects in Finland. The three offshore wind projects, Halla, Laine and Tyrsky, are located in the Finnish Exclusive Economic Zone. The projects’ total annual production could amount to up to 29 TWh once operational, corresponding to more than one third of the electricity consumed in Finland in 2022. The aim is that the offshore wind projects start generating electricity by the turn of the 2030s. OX2 started developing the Halla and Laine offshore wind projects four years ago and was the first company to obtain exploration permits from the Finnish Government for its offshore wind projects. We have advised OX2 in the development and permitting of the offshore wind farm projects .

16.5.2023

Delta Motor Group – Sale of Delta Auto

We are advising Delta Motor Group Oy in the sale of all shares in Delta Auto Oy as well as the operative business of Delta Motor Group Oy to Hedin Automotive Oy. The transaction comprises all of Delta’s car business activities, including sales of new and used cars, aftermarket services and spare parts, as well as automotive support functions. The Delta group had revenues of MEUR 322 in 2022, and the group has 315 employees. The group sells approximately 13,000 cars annually, of which 4,500 are new and 8,500 are used ones. Delta Auto represents nine brands: Alfa Romeo, Fiat, Jeep, Kia, Maxus, Mazda, Mitsubishi, Opel and Subaru. The completion of the transaction, conditional on regulatory approval, is expected to take place in the second half of 2023.

28.4.2023

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

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

10.1.2023

LänsiAuto – Sale of Opel Import in Finland and the Baltics

We are advising LänsiAuto in a transaction whereby LänsiAuto will sell its Opel import business in Finland and the Baltics to Auto-Bon Oy, a Bassadone Group company. In the same conjunction, LänsiAuto will sell the Opel dealership it opened in Tallinn earlier this year to AutoHalle OÜ of the Bassadone Group. LänsiAuto is the largest Opel retail dealer in Finland and will continue to retail Opel in Finland in the future as well. LänsiAuto and Bassadone have also agreed that LänsiAuto will become an authorised sales and service partner for Peugeot and Citroën in a number of municipalities in Finland. LänsiAuto is a Finnish automotive group established in 1978. Its turnover is approximately EUR 350 million for the financial year 2022. The group has imported and retailed Opel into Finland and the Baltics. In addition to Opel, LänsiAuto also represents, among others, Toyota, Kia and Mercedes-Benz as a retail dealer and is the Finnish franchising partner of Enterprise, the world’s largest car rental company. LänsiAuto has approximately 500 employees. The transaction is conditional upon the approval of the competition authorities.

29.11.2022

Mutares – Sale of Nordec Group

Together with CMS Munich, we advised Mutares SE & Co. KGaA in the sale of Nordec Group Oyj and its subsidiaries to a buyer consortium led by Harjavalta Oy and Tirinom Oy. Nordec Group has been a major part of Donges Group, a portfolio company fully owned by the listed private equity investment company Mutares. Nordec Group is one of the leading suppliers of steel frame structures and facade solutions for construction projects in the Nordic countries, with a strong position also in the Central and Eastern European countries. Nordec Group has subsidiaries in Finland, Sweden, Norway, Poland, Lithuania and Czech Republic. The company generated revenues of approximately EUR 225.5 million in 2021. The closing of the transaction is subject to customary regulatory approvals.

23.9.2022

Lantmännen Agro – Acquisitions of JS Perttula Oy and Ismo Lindell Oy

We advised Lantmännen Agro Oy in its acquisitions of the entire share capitals of JS Perttula Oy and Ismo Lindell Oy. JS-Perttula Oy operates the Lantmännen Agro stores in Riihimäki, Hämeenlinna and Nurmijärvi. Ismo Lindell Oy operates the stores in Kouvola and Lappeenranta. Lantmännen Agro Oy is a Finnish agricultural company and part of the Lantmännen ek för corporation. Lantmännen is an agricultural cooperative and a leading player in the agricultural, machinery, bioenergy and food sectors in the Nordic countries.

4.8.2022

Ahlström Capital – Merger of Enics and GPV International

Castrén & Snellman and Danish law firm Plesner are advising Ahlström Capital and its portfolio company Enics Group in the contemplated merger between Enics Group and GPV International A/S, wholly owned by the public listed company Schouw & Co A/S. The transaction values the combined business at more than DKK 4 billion. The merger will create Europe’s second-largest EMS (electronics manufacturing services) company with production facilities across worldwide and with more than 7,500 employees globally. Schouw & Co A/S will hold 80% of the shares in the merged entity and Ahlström Capital will hold the remaining 20% of the shares. The completion of the acquisition is subject to customary approvals, including from competition authorities in certain jurisdictions. Schouw & Co. is a Danish industrial conglomerate listed on Nasdaq Copenhagen. Ahlström Capital is a family-owned investment company.

23.6.2022

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

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

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

Ferrovial – Sale of Wondo Mobility

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

4.6.2021

Sodexo – Sale of Sodexo Benefits & Rewards Services’ Business in Nordics

We advised Sodexo when it sold its Sodexo Benefits & Rewards Services’ (BRS) business in the Nordics to ePassi Payments. The sale included Sodexo Pass Sweden and the Finnish company Eazybreak Oy. Bregal Milestone remains the majority shareholder of ePassi Payments Oy. As part of this transaction, Sodexo will reinvest and become a 15% shareholder of ePassi. Eazybreak is a fast-growing company founded in 2009. The service automates the administration, payment and invoicing of a company’s employee benefits for employees and merchants alike. Sodexo Benefits & Rewards Services (BRS) in Sweden 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’ well-being, BRS creates and develops innovative solutions for a sustainable and attractive workplace for small businesses as well as for listed and multinational companies. Founded in 2007 in Helsinki, Finland, ePassi Payments Oy is the leader in account-to-account mobile payments for employee benefits. The unique solution combines all benefits under one mobile application. ePassi now serves over 35,000 affiliated merchants, close to 9,000 employers and nearly 1.5 million employees. Bregal Milestone is a European technology growth capital firm dedicated to making investments in ambitious, high-growth technology companies. The firm provides growth capital and strategic assistance to support market-leading companies in the technology and technology-enabled services sectors. Bregal Milestone is part of Bregal Investments, who have invested over €15 billion to date.

12.3.2021

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

GRK Group – Acquisition of Kajaani Asphalt Plant

We advised GRK Group when GRK Road Oy entered into an asset deal with NCC Industry Oy in which the business of the Kajaani asphalt plant was transferred to GRK Road Oy. GRK Group’s versatile services cover all aspects of infrastructure construction and demanding infrastructure technologies such as paving, rail and traffic route construction, circular economy and environmental construction, and civil engineering. GRK Group operates in Finland, Sweden and Estonia. NCC is one of the leading construction companies in the Nordics. Operations include commercial property development, building and infrastructure project contracting and asphalt and stone materials production. NCC Industry focuses on industrial production – stone materials, asphalt, foundation work and recycling of construction materials. They have a combined expertise in manufacturing and contracting with strong focus on sustainable solutions.

15.9.2020

Fennia – Sale of Fennia Asset Management and Fennia Properties to S-Pankki

We advised Fennia Mutual Insurance Company in the sale of Fennia Asset Management Ltd and Fennia Properties Ltd, comprising the asset management and real estate investment management services, to S-Pankki. With the acquisition, S-Pankki will after the closing gain €2.1 billion of new client assets under management. Fennia Group consists of Fennia, specialising in non-life insurance; Fennia Life, offering voluntary life, pension and deposit insurance products; Fennia Asset Management Ltd, offering asset management services and management services regarding alternative investment funds; Fennia Asset Management Ltd’s subsidiary Fennia Property Development Ltd; and Fennia-service Ltd. The Fennia Group’s parent company, Fennia Mutual Insurance Company, is a Finnish non-life insurance company owned by its customers. Its line of business includes statutory and voluntary non-life insurances, which Fennia offers to companies, entrepreneurs and households. In 2019, the Group’s turnover amounted to €996.5 million. S-Bank Ltd is the bank of the S-Group, a Finnish retailing cooperative organisation. At the end of 2019, S-Bank Wealth Management had €9.1 billion under management. As part of S-Group, S-Bank has three million customers. S-Bank offers convenience and benefits by combining bank and retail services. S-Bank is the first so-called supermarket bank in Finland. S-Bank is owned by SOK (37.5%), local cooperative shops under S-Group (37.5%), LähiTapiola Vahinkovakuutus (10%), LähiTapiola Henkiyhtiö (3.5%), LähiTapiolan alueyhtiöt (10%) and Elo (1.5%).

28.5.2020

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

Shareholders of iLOQ – Sale of Share Capital

We advised the shareholders of iLOQ Oy in the sale of iLOQ’s shares to funds managed by Nordic Capital. The purchase price for iLOQ’s entire share capital was EUR 190 million. The transaction is pending on competition authority approval, and is expected to be completed by the end of 2019. iLOQ develops, manufactures and markets innovative, high-security electronic locking solutions. iLOQ is a rapidly growing, highly profitable company with a turnover of EUR 50.2 million, an operating margin of EUR 9.5 million, a profit of EUR 8.3 million and a result of EUR 6.5 million in 2018. The company employs approximately 130 people. Nordic Capital is a private equity investor focused mainly on the Nordics and Europe. Since inception in 1989, Nordic Capital has invested more than EUR 14 billion through its nine funds.

17.10.2019

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

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

Neste Engineering Solutions – Sale of Regional Business Unit

We assisted Neste Engineering Solutions in the sale of a regional business unit to engineering consultancy services company Rejlers AB. The regional business unit consists of personnel and operations in Turku, Kotka, Oulu, Sweden and UAE, except for the NAPCON Business Unit. The sale strengthens the delivery capability and improves the focus of Neste Engineering Solutions. As part of the deal, the parties will also enter into a long-term cooperation agreement.

28.6.2019

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

Telia Company – Acquisition of Bonnier Broadcasting

We acted as Finnish counsel for Telia Company in its acquisition of Bonnier Broadcasting, one of the Nordic region’s leading television companies, from Bonnier. Bonnier Broadcasting’s operations include Swedish TV4, C More and Finnish MTV. In Finland, MTV is a leading commercial TV network. Bonnier Broadcasting, TV4, C More and MTV employ approximately 1,200 employees. The transaction is subject to regulatory approvals.

2.10.2018

Keensight Capital – Acquisition of Biovian

We acted as advisor to Keensight Capital in its acquisition of a majority stake in Biovian Oy alongside the founders and the managers of Biovian and Edmond de Rothschild Equity Strategies (ERES) funds. Our Private Equity, Tax & Structuring, and Banking & Finance services advised Keensight Capital on all relevant legal, tax, structuring and financing aspects of the transaction. Founded in 2003, Biovian is a leading European GMP (Good Manufacturing Practice) contract development and manufacturing organisation (CDmO) of biopharmaceuticals, providing manufacturing and development services from early stage to finished product. The company provides services to approximately 30 customers, including international biotech and biopharma companies from the E.U., U.S. and South Korea. Keensight Capital is one of the leading European growth buyout firms, having almost 20 years of experience in investing for the long term in profitable companies with high growth potential and revenues in the range of €15 million to €250 million. Keensight Capital has strong expertise in the sectors of internet & information technology and healthcare & wellbeing, and in particular the pharma industry and the CDmO sector.

4.6.2018

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

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

CapMan – Investment in KotiSun Group

We acted as the legal advisor to CapMan Buyout X fund in its investment in KotiSun Group. The seller in the transaction was Panostaja Plc. As a result of the transaction, CapMan became the majority owner of KotiSun Group Oy, together with Finnish Industry Investment Ltd and Varma Mutual Pension Insurance Company. The management of KotiSun Group will own 30% of the company. Founded in 2006, KotiSun Group is a nationwide company specialising in high-quality renovations of service water, heating and drainage systems. The company is the market leader in Finland with a turnover of EUR 42.5 million, which has been growing at an average annual rate of 30% during the last five years. The company employs about 400 people throughout Finland and has this year successfully begun its expansion into Sweden. CapMan is a leading Nordic investment and specialised asset management company. Today, CapMan employs 110 private equity professionals and manages EUR 2.7 billion in assets.

18.1.2018

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

Finnish Energy – Finnish Competition and Consumer Authority Investigation

We successfully represented Finnish Energy in an investigation by the Finnish Competition and Consumer Authority (FCCA) concerning a recommendation issued by Finnish Energy in October 2015 concerning the harmonisation of the time-based measurement of electricity transmission. Finnish Energy is a branch organisation for the industrial and labour market policy of the energy sector. It represents companies that produce, procure, transmit, distribute and sell electricity, district heat and district cooling, transmit and distribute gas and related services. In spring 2016, the FCCA decided to open an investigation of Finnish Energy’s recommendation. In particular, the FCCA investigated the effects of the recommendation on the electricity sales markets. The FCCA found no evidence of prohibited competition restrictions and decided to close the investigation in May of 2017.

15.6.2017

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

Global Work Life – Sale of Opteam to Barona

We advised Global Work Life Oy in the sale of the shares in Opteam Yhtiöt Oy to Barona Group Oy. The combined skills of Opteam and Barona create a new actor on the market that is able to deliver a wide range of solutions for personnel challenges in different business areas and for all stages of working life. Together, the companies employ approximately 25,000 individuals every year, mainly in Finland. Opteam will retain its name and brand after the transaction.

15.2.2017

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

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

Rettig Group – Divestment of Bore to Dutch shipping company Spliethoff

We are acting as the sole legal advisor to Rettig Group in its divestment of Bore to Spliethoff Bevrachtingskantoor in an all-cash deal expected to close on 30 June 2016. Bore is a shipping company with a fleet of nine Roll-on/Roll-off vessels chartered to line operators that transport cargo in the North Sea, the Baltic Sea, the Mediterranean and the Carribean. The Spliethoff group operates a fleet of over 100 vessels worldwide. Finnish Roll-on/Roll-off line operator Transfennica has been part of the Spliethoff Group since 2002.

21.4.2016

Sellers and Investors – Sale of Touhula Varhaiskasvatus Oy

We are acting as the legal advisor to the sellers in the sale of Touhula Varhaiskasvatus Oy to EQT Mid Market Fund. In addition to the sellers, Coronaria Hoitoketju Oy and the management of Touhula, we also advised Cor Group Oy, Norvestia Oyj and Finnish Industry Investment Ltd in relation to their reinvestment in the company. The rapidly growing Touhula, which was founded in 2010, today operates over 80 pre-schools and day-care centres across Finland under two brands, Touhula and Aarresaari. Touhula and Aarresaari provide an active learning environment for children, incorporating physical activity and adventure into the experience. Touhula care for approximately 6,000 children and employs approximately 1,000 day care professionals. The share purchase agreement has been signed and the transaction is pending the approval of the relevant authorities. The transaction is expected to be closed in April 2016.

10.3.2016

Adelis Equity Partners – Acquisition of Puuilo

We are acting as the legal advisor to funds managed by Adelis Equity Partners in their acquisition of the Puuilo group from Sentica Partners and Puuilo’s management. The share purchase agreement has been signed and the transaction is pending the approval of the relevant authorities. Puuilo, founded in 1982, is one of the leading discount retailers in Finland. The fast growing company currently has 15 stores throughout Finland and a webstore. Puuilo has a wide product offering that comprises do-it-yourself/renovation related products, tools, car accessories, garden supplies, pet food and supplies as well as household goods. Puuilo is primarily focused on DIY customers and is known for its wide assortment and everyday low prices. The company has a turnover of approximately €75 million and employs 240 people. Adelis Equity Partners, a Sweden-based private equity house, is an active investor and partner in creating value in small and medium sized Nordic companies. Adelis was founded in 2012 with the goal of building the leading lower middle market investment firm in the Nordics. Adelis’ team members have extensive Private Equity experience, have invested in over 50 companies and have been members of the board in more than 50 middle market companies.

1.12.2015

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