Markus Rahnu

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

Fortum – Sale of recycling and waste business

We acted as the lead counsel to Fortum in a cross-border transaction in which Fortum sold its recycling and waste business. The business was sold to thematic impact investing firm Summa Equity through its portfolio company NG Group. The debt-free purchase price is approximately EUR 800 million. Fortum’s recycling and waste business to be sold comprises municipal and industrial waste management and end-to-end plastics, metals, ash, slag and hazardous waste treatment and recycling services. These businesses are located in Finland, Sweden, Denmark and Norway and currently employ approximately 900 employees.

18.7.2024

Schibsted – Acquisition of shares in AutoVex

We advised the Norwegian Schibsted group in a transaction where Schibsted Nordic Marketplaces purchased 79% of the share capital of AutoVex (Alltvex Oy) from its shareholders. AutoVex is the leading used car C2B auction marketplace in Finland, allowing consumers to conveniently get offers for their used car via a digitally managed auction directed exclusively towards car dealers. The company was founded in 2018 and currently employs around 20 people in Helsinki. Schibsted, listed on Oslo Børs, is a family of digital brands with a strong Nordic position and around 6,000 employees. Schibsted also already has several leading brands in its Motor vertical across the Nordics, including names such as FINN, Nettbil, Carweb and Honk in Norway, Bilbasen and DBA in Denmark and Blocket and Bytbil in Sweden. With the acquisition of AutoVex, Schibsted is building on its expertise and expanding its offering in Finland with a new concept. Further, the acquisition shows Schibsted’s commitment to continue to explore opportunities in the Finnish market and strengthens its marketplace position that is already established through Oikotie and Tori.fi with new verticals.

22.12.2022

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

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

3.11.2022

Huhtamaki – Sale of Russian operations

We advised Huhtamaki in the sale of its operations in Russia to Espetina Ltd. The transaction included four manufacturing units in Russia, employing a total of 724 people. The cash and debt free sales price was EUR 151 million. As a result of the sale, Huhtamaki expects to book a gain of approximately EUR 15 million in its third quarter. Huhtamaki is a key global provider of sustainable packaging solutions for consumers around the world. Its 2021 net sales totalled EUR 3.6 billion. Huhtamaki Group is headquartered in Espoo, Finland and its parent company, Huhtamäki Oyj, is listed on Nasdaq Helsinki Ltd.

9.9.2022

Nevel – Acquisition of Veitsiluoto’s Energy Infrastructure, and Utility Supply for Infinited Fiber Company

We are advising Nevel Oy in the implementation of energy infrastructure services in Veitsiluoto in Kemi, northern Finland. Nevel will purchase the area’s district heating business from Stora Enso. The acquisition will ensure the continuity of the service for the local households and real estate. Nevel has signed a contract to supply the energy to the Stora Enso Veitsiluoto sawmill and plans to invest in a new 11 MW biofuel boiler plant and flue gas condenser at the Veitsiluoto sawmill, which will reduce emissions from heat production. Nevel has also agreed to supply renewable textile and fashion technology company Infinited Fiber Company with energy and water utilities for their new processing plant at the Veitsiluoto site. Infinited Fiber Company is planning to convert a paper factory previously operated by Stora Enso on the site into a textile fiber production plant. This will be the company’s first commercial-scale plant. The fiber production processes require steam energy and water purification. Among other services, Nevel is set to supply Infinited Fiber Company with energy and water utilities. Energy provided will be renewable, reducing emissions from heat production. Nevel is a utility infrastructure company offering advanced industrial and municipal infrastructure solutions that are fit-for-purpose and future-proof. Nevel operates more than 130 energy production sites and manages over 40 district heating networks. The company has an annual turnover of EUR 100 M, and employs 150 experts in Finland, Sweden, and Estonia. Infinited Fiber Company is a fashion and textile technology company. Its breakthrough innovation turns cellulose-rich materials – like worn-out clothes – into InfinnaTM, a premium textile fiber.

23.6.2022

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

CapMan Growth – Sale of Picosun

We advised CapMan Growth Equity Fund, a shareholder of Picosun Oy, in a transaction whereby CapMan Growth, together with the other shareholders, sold the entire share capital of Picosun to Applied Materials, Inc. Picosun, founded in 1997, is a Finnish leading provider of advanced ALD (Atomic Layer Deposition) thin film coating solutions for global industries and research organisations. CapMan Growth is a leading Finnish growth investor making significant minority investments in companies targeting strong growth and internationalisation. CapMan Growth is part of CapMan, a leading Nordic private asset expert with an active approach to value creation. It has over EUR 4.5 billion in assets under management. Applied Materials is a U.S. company listed on Nasdaq. It is the leader in materials engineering solutions used to produce virtually every new chip and advanced display in the world.

20.6.2022

Metsä Fibre – Botnia Mill Service’s Ownership Arrangement

We are advising Metsä Fibre Oy, part of Metsä Group, on an arrangement whereby Metsä Fibre Oy will take over the maintenance operations of its pulp mills and the Rauma sawmill as well as the related workshop and design services. The maintenance of the company’s pulp mills and the Rauma sawmill has been outsourced to the maintenance company Oy Botnia Mill Service Ab, which is jointly owned by Metsä Fibre Oy and Caverion Industria Oy. In connection with the change, Metsä Fibre will sell its Botnia Mill Service shares to Caverion. The purchase price is not disclosed. Botnia Mill Service personnel who work at Metsä Fibre’s pulp mills, the Rauma sawmill, and administration and support functions will transfer to the service of Metsä Fibre starting from 1 January 2023. The transaction will be carried out as a business transfer planned to take effect at the end of the year 2022. Metsä Fibre is a leading producer of bioproducts, biochemicals and bioenergy. It is the world’s largest producer of softwood market pulp and a globally significant manufacturer of sawn timber. In 2021 Metsä Fibre’s sales totalled approximately EUR 2.6 billion, and it has around 1,400 employees. Caverion provides design & build to projects, technical and industrial maintenance, facility management as well as advisory services. Caverion provides best solutions to improve the energy efficiency of buildings, and responsibility and sustainable development guide its operations.

20.5.2022

Metsä Board – Sale of Hangö Stevedoring

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

17.12.2021

Digital Workforce Services – Listing on First North

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

3.12.2021

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

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

13.9.2021

OP Financial Group – Sale of Pohjola Hospital to Pihlajalinna

We assisted OP Financial Group in the sale of Pohjola Hospital Ltd, which is owned by Pohjola Insurance Ltd, to Pihlajalinna Terveys Ltd, which is part of Pihlajalinna Group. As part of the deal, Pohjola Insurance and Pihlajalinna will sign a long-term cooperation agreement on the provision of health services for cus-tomers of Pohjola Insurance. Pohjola Hospital is a hospital chain that specialises in orthopaedic care and the sports clinic services and offers treatment for accidents, musculoskeletal conditions and injuries. Pohjola Hospital operates in five cities in Finland and is one of Finland’s largest operators in orthopaedic day surgery. OP Financial Group is Finland’s largest financial services group, with two million owner-customers and over 12,000 employees. OP Financial Group consists of approximately 137 OP cooperative banks, their central cooperative OP Cooperative, and the latter’s subsidiaries and affiliates. Pihlajalinna is one of Finland’s leading providers of social and healthcare services. The company’s customers include private individuals, businesses, companies and public sector entities, such as municipalities and joint municipal authorities. Pihlajalinna offers high quality social, health and wellbeing services at private clinics, hospitals, dental clinics, fitness centres and housing services across Finland. The transaction requires the approval of the Finnish Competition and Consumer Authority. Our team included legal experts from our following services: Mergers & Acquisitions, Capital Markets & Financial Regulation, Tax & Structuring, and Competition & Procurement.

6.7.2021

Mandatum Life – Sale of Baltic Operations

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

22.6.2021

OP Financial Group – Sale of Checkout Finland to Paytrail

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

2.3.2021

IMCD Group – Acquisition of Kokko-Fiber

We assisted the Dutch IMCD group in a transaction where IMCD Finland Oy purchased the entire share capital of Oy Kokko-Fiber Ab from its shareholders. IMCD is a global market-leader in the sales, marketing and distribution of speciality chemicals and food ingredients. IMCD is listed on the Euronext, Amsterdam stock exchange and it realised revenues of EUR 2,7 million in 2019. IMCD employs nearly 3,000 workers in over 50 countries. Oy Kokko-Fiber Ab is the leading Finnish family-owned supplier of fiber-reinforced plastic composite materials. The company was founded in 1994. The company serves a very broad customer base, which includes many of the largest Finnish companies that use fiber-reinforced plastic composites in their operation, e.g. the marine industry.

21.9.2020

Vantaa Energy, Infranode and Keva – Acquisition of District Heating Business

Castrén & Snellman is representing a consortium consisting of Vantaa Energy, Infranode and Keva in their acquisition of Fortum’s district heating business in the Järvenpää-Tuusula region of Finland. Vantaa Energy, Infranode and Keva will together fully own the district heating business in the Järvenpää-Tuusula region. The transaction was completed on 19 August 2020, and the joint venture established in the transaction, Vantaan Energia Keski-uusimaa Oy, has begun operations.

3.7.2020

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

Avesco – Purchase of Caterpillar and Sitech Businesses

We are the legal advisors to Avesco AG from Switzerland in a business purchase in which Avesco purchases Wihuri Oy’s Finnish importing and retailing businesses of the Caterpillar and Sitech brands. The plan is for the businesses to transfer to Avesco on 1 January 2020. In Finland, Avesco plans to focus on representing the Caterpillar and Sitech brands, and approximately 240 employees will transfer to Avesco as existing employees through the business purchase. Avesco AG is a Swiss company that is part of the family-owned Ammann Group, which was established in 1869 and employs over 3,000 people. Among other things, Avesco sells, leases and services construction and energy production machinery. Avesco purchased Caterpillar’s Baltic operations from Wihuri in 2016, and Avesco also represents the Caterpillar brand in Switzerland. Wihuri is a global Finnish industry and trade conglomerate engaged in packaging, daily goods wholesale, technical trade and aviation. Wihuri Group employs 5,000 people and operates in 30 countries. Caterpillar is part of Wihuri’s Technical Trade division, which operates under Wihuri Oy. Wihuri has operated for over a century and has been Caterpillar’s importer and retailer for over 70 years.

7.11.2019

Digia – Acquisition of Accountor Enterprise Solutions

We assisted Digia Plc in its acquisition of the entire share capital of Accountor Enterprise Solutions Oy. The transaction is part of Digia’s growth strategy, which is focused on the development of its customers’ digital business. Accountor Enterprise Solutions specialises in Microsoft Dynamics 365 and Oracle NetSuite solutions, including projects and continuous services. Digia has extensive experience in the delivery and maintenance of Microsoft Dynamics 365 solutions. The skill sets of Digia and Accountor Enterprise Solutions experts complement one another well. Accountor Enterprise Solutions will particularly strengthen Digia’s CRM and D365 Finance and Operations deployments. Following the acquisition, Digia will start offering a completely new solution: Oracle NetSuite. The net debt-free purchase price is EUR 9.4 million. The signing was on 27 June 2019 and the planned closing is 1 August 2019.

28.6.2019

Pohjola Health – Sale of Occupational Health Services Business

We are acting as the legal advisor of Pohjola Health Ltd, an OP Financial Group company, in Pohjola Health’s sale of its occupational health services business to Mehiläinen. Following the acquisition, the occupational healthcare services personnel will be transferred to Mehiläinen under their current terms of employment. The closing of the acquisition is expected to take place on 1 June 2019. Pohjola Health has further defined its strategy and will focus on orthopaedics and sports clinic operations. Pohjola Health is an OP Financial Group company. OP Financial Group is Finland’s largest financial services group. It is entirely owned by its customers. OP Financial Group currently employs more than 12,000 people and has approximately 3.9 million private customers, 440,000 corporate customers and 1.7 million owner-customers. The Group consists of some 170 independent member cooperative banks and their central cooperative, OP Cooperative, with its subsidiaries and affiliates.

25.4.2019

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