Merja Kivelä

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

Solwers – Directed share issue

We assisted Solwers Plc in a directed share issue announced on 13 December 2022, whereby company shares were offered to selected domestic and international investors. A total of 1,020,000 new shares were issued. The lead manager of the share issue was UB Securities Oy. Solwers received gross proceeds of approximately EUR 4.49 million in the share issue. The company intends to use the proceeds from the share issue to continue its acquisition-based growth strategy. Solwers is a group of expert companies with approximately 600 employees in Finland and Sweden. It provides services in the fields of architectural design, technical consulting, electrical and automation engineering, project management, environmental monitoring, circular economy and digital solutions.

2.1.2023

Reka Industrial – Sale of Reka Cables to Nexans Group

We are acting as the legal advisor to Reka Industrial Plc in the sale of its wholly owned subsidiary Reka Cables Ltd, which operates the cable business of Reka Industrial. The purchase price of the shares is EUR 53 million and will be paid in cash. According to the Finnish Accounting Standards, the net debt of Reka Cables at the end of September 2022 was EUR 6.5 million. The completion of the transaction, conditional on the approval of the Extraordinary General Meeting of Reka Industrial and approvals by competent regulatory authorities, is expected to take place during the first half of 2023. Reka Oy, representing in aggregate 65.36% of the voting rights in Reka Industrial, has irrevocably undertaken to vote in favour of the transaction at the Extraordinary General Meeting. Reka Cables is the largest Finnish-owned cable manufacturer, which has been at the forefront of the cable industry for more than 60 years. Reka Cables provides durable, high-standard cable solutions for renewable energy production, network construction and industry as well residential and office construction. Reka Cables has approximately 270 employees, and the turnover in 2021 was EUR 134 million.

10.11.2022

Lifa Air – Listing on First North

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

21.4.2022

Next Games – Netflix’s Tender Offer on Next Games

We are acting as the legal advisor to Next Games Corporation in Netflix, Inc.’s voluntary public cash tender offer for all outstanding shares and stock options in Next Games Corporation. The tender offer values Next Games’ total equity at approximately EUR 65 million. The tender offer will enable Next Games to join Netflix as a core studio in a strategic region and key talent market, furthering the two companies’ shared vision and passion for games. Next Games is the first publicly listed mobile game developer and publisher in Finland, specialising in games based on entertainment franchises, such as movies, TV series or books. The developers of the critically acclaimed The Walking Dead games redefine the way franchise entertainment transforms into highly engaging service-based mobile games. Next Games works on multiple new games based on beloved global IPs. The Company’s latest game, Stranger Things: Puzzle Tales, is based on Netflix’s hit 80s horror drama series.

4.3.2022

Boreo – Issue of EUR 20 Million Hybrid Bond

We advised Boreo Plc and OP Corporate Bank plc acting as lead manager in the issue of a EUR 20 million hybrid bond for Boreo. The company intends to use the proceeds of the issue to implement the company’s acquisition-driven strategy, to strengthen the company’s financial position and to cover the company’s general working capital needs. 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.

9.2.2022

Bilot – Proposed merger of Bilot and Vincit

We act as legal advisor to Bilot Plc in the merger of Bilot Plc and Vincit Plc, which is proposed to be implemented as an absorption merger pursuant to the Finnish Companies Act. “Merging with Vincit is the next logical step for Bilot on the way to becoming a more comprehensive and versatile operator. The merger will accelerate Bilot’s on-going change and enable stronger contribution to customer experience, electronic business operations and internationalisation in the future. Thus, the merger will create an opportunity to further invest in the future company’s growth. Customer portfolios, target markets and offerings that complement each other will create a new kind of market actor with a strong culture and employee experience at its core. Even though the name will change, Bilot’s impressive story will continue together with another fine company. The future is looking even brighter,” says Jens Krogell , CEO of Bilot. In 2020, the illustrative combined operating profit of the future company was approximately EUR 70.6 million and EBITDA approximately EUR 9.1 million. On 31 December 2021, Bilot and Vincit had a total of approximately 821 employees. Bilot Plc is a Finnish IT services company that provides its customers with a strategic competitive advantage by developing a comprehensive digital business. Vincit Plc is a top expert organisation that offers its customers digitality that always works, with no nonsense, for a world without fear for tomorrow. The companies’ shares are listed on the Nasdaq First North Growth Market Finland marketplace maintained by Nasdaq Helsinki Ltd.

4.2.2022

Norrhydro Group – Listing on First North

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

1.12.2021

Finnish Listed Companies – General Meeting Arrangements

In this past general meeting season, we have advised and assisted numerous Finnish companies listed on the official list of the Helsinki Stock Exchange and the First North growth market in arranging their annual general meetings. Our partners have served as chairpersons of annual general meetings, and the experts of our Corporate Governance service have participated in the preparations for and as secretaries of the general meetings and have also supervised the counting of votes and scrutinised the minutes of general meetings held under the temporary act enacted in response to the pandemic. Our task has been to ensure that the general meeting runs smoothly and in accordance with applicable regulation. In the spring of 2021, we particularly advised our clients in organising remote meetings. We also advised unlisted companies. We have supported our clients in their general meeting arrangements for many years.

29.11.2021

Lemonsoft – Listing on First North

We advised Lemonsoft 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. Lemonsoft raised gross proceeds of approximately EUR 15.0 million from the IPO. In addition, Rite Internet Ventures Holding AB and Kari Joki-Hollanti sold shares in connection with the offering. After the offering, the new shares represent 7 percent and the sold shares represent approximately 18 percent of the total number of the company’s shares and votes carried by the shares. The company has a total of over 5,200 shareholders after the IPO. Trading in Lemonsoft’s shares began on First North on 17 November 2021. Lemonsoft is a Finnish software company that designs, develops and sells ERP software solutions to streamline its customers’ processes across different business lines and administration. The Company’s standardised and scalable software solutions are delivered mainly from the cloud and are based on the SaaS model. The Company operates in the ERP software market in Finland primarily as a service provider for SMEs.

19.11.2021

Bilot – Acquisition of Share Capital of Motley Agency

We assisted Bilot Plc in its acquisition of the entire share capital of Motley Agency Oy, an expert in business development, digital strategy, design, and software development. The purchase price was paid mainly with Bilot’s shares. The acquisition strengthens Bilot’s position on the market as an end-to-end developer and supplier of digital business and commerce solutions. ‘The acquisition of Motley is a logical step on our systematic growth path to become an end-to-end supplier of world-class digital commerce solutions. As a result of this deal, we complement our offering in digital strategies, and we strengthen our expertise in designing and developing the e-commerce user experience’, says Ville Himberg, CEO of Bilot. Motley is a Finnish company employing 40 people that was established in 2015. Motley’s revenue was approximately EUR 4.1 million and its operating profit was EUR 0.2 million in the 2020 financial year. The company’s revenue in the 2019 financial year was EUR approximately 4.9 million and its operating profit was approximately EUR 0.45 million.

10.11.2021

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

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

6.10.2021

Boreo – Contemplated Combination of Boreo and Sievi Capital

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

29.9.2021

EcoUp – Listing on First North

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

29.9.2021

Solwers – Listing on First North

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

18.6.2021

Sp Mortgage Bank – Update of Covered Bond Programme

We advised Sp Mortgage Bank Plc in the update of a EUR 3,000,000,000 covered bond programme. Under the programme, Sp Mortgage Bank Plc may issue covered bonds that may be listed on the regulated market. Sp Mortgage Bank Plc is part of the Savings Banks Group and the Savings Banks Amalgamation. The role of Sp Mortgage Bank is, together with Central Bank of Savings Banks Finland Plc, to be responsible for obtaining funding for the Savings Banks Group from money and capital markets. Sp Mortgage Bank is responsible for the Savings Banks Group’s mortgage-secured funding by issuing covered bonds.

14.6.2021

Merus Power – Listing on First North

We assisted Merus Power Oyj and lead manager Alexander Corporate Finance Oy in Merus Power’s listing on Nasdaq First North Growth Market Finland. The initial public offering consisted of public, institutional and personnel offerings and was significantly oversubscribed. The compan y ies raised gross proceeds of approximately EUR 12 million from the IPO and gained approximately 8,000 new shareholders . The proceeds raised in the offering will support the implementation of Merus Power’s growth strategy. ‘We strongly believe that the energy market transition will lead to renewable energy sources and power quality playing an increasing role in overall power production. Our technological expertise promotes the global transition towards a sustainable and energy-efficient future. Given the feedback we have received, investors also believe that we have an important role to play in the energy market transition’, says Kari Tuomala , Merus Power’s managing director. Trading in the company’s shares began on First North on 8 June 2021. Merus Power Oyj is a technology company established in 2008 that leverages the sustainable energy revolution. Merus Power designs and manufactures innovative electrical power solutions, such energy storage and power quality solutions and services for renewable energy and industry. The company’s scalable technology enables the growth of renewable energy in electrical grids and improves the energy efficiency of society.

8.6.2021

Exiting Shareholders – Equity Investments by Ilmarinen and Elo in Saka

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

19.5.2021

Alexandria – Listing on First North

We advised Alexandria Pankkiiriliike Oyj and financial adviser Oaklins Merasco Oy in Alexandria’s listing on Nasdaq First North Growth Market Finland. The initial public offering consisted of a public, institutional and personnel offering and was oversubscribed multiple times. Alexandria has over 3,200 shareholders after the listing. Alexandria was established in 1996 and has grown over 25 years into one of the largest investment service firms in Finland. The company specialises in high-quality savings and investment solutions. Alexandria’s 250 professional investors serve over 35,000 customers in 30 municipalities.

11.5.2021

Central Bank of Savings Banks Finland – Update of EMTN Programme

We assisted Central Bank of Savings Banks Finland Plc in the update of a EUR 2,000,000 Euro Medium Term Note programme (EMTN). Notes issued under the programme may be listed on the Irish Stock Exchange. Central Bank of Savings Banks Finland Plc is part of the Savings Banks Amalgamation and Savings Banks Group and operates as Group’s central credit institution.

15.4.2021

Enedo – Rights Issue and Directed Issue

We assisted Enedo Plc and lead manager UB Securities Ltd in a rights issue and directed issue. Approximately 157% of the offered shares were subscribed for in the rights issue, and all of the offered shares were subscribed for in the directed issue. Enedo received gross proceeds of approximately EUR 12.0 million from the issues. ‘An oversubscribed issue tells of strong confidence in the company’s turnaround programme and new profitable future’, says Enedo’s President and CEO Vesa Leino . Enedo is a designer and producer of high-quality electronic power supplies and systems. The group’s revenue was EUR 38.5 million in 2020 and it has 354 employees. Enedo’s main functions are located in Finland, Italy, Tunisia and USA. The group’s head office is in Finland and parent company Enedo Plc is listed on Nasdaq Helsinki Oy.

12.4.2021

Lumise – Sale of Share Capital to Relais Group

We assisted Lumise Oy, a Finnish e-commerce operator specialised in lighting solutions for vehicles, and its procurement company Optisell Oy in the sale of Lumise’s entire share capital by the private owners of the company to Nordic Relais Group Plc. With the acquisition, Relais can accelerate its growth by utilising digitalisation, e-commerce solutions and data analytics. ‘Over the past years, we have invested in back-end systems that enable international scalability. As a part of the Relais Group, we can now get the most out of these investments with the largest product range in Europe’, said Kari Kauhanen , CEO of Lumise. Specialised in the online sales of vehicle lighting, Lumise is the leader in its field in the Nordics, and a fast-growing player in Europe. Lumise has a Swedish subsidiary called Design by Scandinavian Metal AB, which in addition to engaging in e-commerce, develops model-specific auxiliary lighting. Relais Group is the leading consolidator and acquisition platform on the vehicle aftermarket in the Nordic and Baltic countries and is an industrial operator with a sector focus in vehicle life cycle enhancement and related services. Relais Group’s net sales in 2020 were EUR 128.9 million and it employed almost 300 professionals in six different countries.

7.4.2021

Next Games – Directed Offering

We advised Next Games in an offering of new shares that was directed to a limited number of domestic and international institutional investors in an accelerated book-building offering. Next Games raised EUR 4.2 million through the offering. Trading in the new shares commenced on Nasdaq First North Growth Market Finland on 25 March 2021. Alexander Corporate Finance Ltd acted as the lead manager and sole bookrunner in the offering. Next Games is the first publicly listed mobile game developer and publisher in Finland, specialising in games based on entertainment franchises, such as movies, TV series or books. Our critically acclaimed The Walking Dead games redefine the way franchise entertainment transforms into highly engaging service-based mobile games. Next Games is currently developing several games based on licenced entertainment brands.

30.3.2021

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

Joint Global Coordinators and Joint Bookrunners – Directed Share Issue of Remedy Entertainment

We acted as the legal advisor to Carnegie Investment Bank AB, Finland Branch and Alexander Corporate Finance Oy, the Joint Global Coordinators and Joint Bookrunners, in an issue of new shares of Remedy Entertainment Plc directed to a limited number of domestic and international institutional investors. The issue was carried out through an accelerated book-building process. The investor demand towards the share issue was strong, and the issue was subscribed multiple times. Approximately 37% of the issue shares were allocated to international investors. The total proceeds raised in the issue amounted to approximately EUR 41.5 million. Remedy Entertainment Plc is a globally successful video game company known for story-driven and visually stunning console and computer games. Remedy is listed on the Nasdaq First North Growth Market Finland marketplace.

23.2.2021

Signal Holding – Acquisition of Signal Partners

We acted as the legal advisor to Signal Holding Oy in its acquisition of the entire share capital of Signal Partners Oy. Signal Partners was founded in 2010 and its mission is to help companies mobilise their business: to un-leash the possibilities of mobile work and technology as well as manage IT infrastructure and wireless op-portunities. Signal Partners operates primarily in the Nordics and serves its internationally operating cus-tomers around the world.

15.12.2020

Rappta Therapeutics – Venture Capital Financing Round for Development of Anti-cancer Drugs

We advised Rappta Therapeutics, a private biotech company, in venture capital Series A financing in which the company raised 9 million euros in funding for the development of anti-cancer Protein Phosphatase 2A (PP2A) drugs. The unique phosphatase technology platform offers a new paradigm in oncology. Novartis Venture Fund, Novo Holdings, Advent Life Sciences and a family office participated in the financing round as investors. ‘We are very pleased to attract such a strong syndicate of international investors, which validates our approach to developing novel therapies to target the previously undruggable target protein PP2A. This funding will enable us to accelerate the development of our platform and advance the lead compounds towards clinical development’, Rappta Therapeutics’s CEO Mikko Mannerkoski said. Rappta Therapeutics, a private biotech with operations in Finland and the US, is developing first-in-class anti-cancer drugs activating protein phosphatase 2A.

1.12.2020

Incap – Rights Issue

We advised Incap Corporation and lead manager UB Securities Oy in a rights issue. The issue was oversubscribed and the company raised gross proceeds of approximately EUR 10.9 million. Trading with the new shares subscribed for in the issue commenced on Nasdaq Helsinki Ltd today. ’With the offering, we sought more power for international growth and consolidation. The oversubscribed offering indicates indeed a strong confidence in our growth strategy. I would like to warmly thank all those who took part in the offering for their interest to make Incap a more significant player in our field’, notes Otto Pukk , CEO of Incap Corporation. Incap Corporation is a trusted partner and full-service provider in Electronics Manufacturing Services. The company has operations in Finland, Estonia, India, Slovakia, the UK and Hong Kong and employs approximately 1,300 people. Incap’s share has been listed on Nasdaq Helsinki Ltd stock exchange since 1997.

23.11.2020

Bilot – Acquisition of CastorIT

We assisted Bilot Oyj in its acquisition of the share capital of CastorIT, a company that specialises in SAP solutions. The purchase price was paid mainly with the company’s shares. With the merger Bilot will strengthen its market position as a full-stack developer of digital business and a recognised SAP expert. The transaction will further improve Bilot’s ability to meet market demand and offer its customers an even wider scope of expertise in customer experience and knowledge-based management solutions. The arrangement creates new opportunities for Bilot to grow both locally and internationally. ‘CastorIT’s strong expertise in processes and technologies and its extensive experience in SAP ERP systems complement Bilot’s services in customer experience, sales, marketing, and knowledge-based management. Bilot will continue to implement its strategy, and it is determined to grow its digital business services in Finland and abroad’, said Mika Tanner, Bilot’s CEO, in a press release. Established in 2010, CastorIT is a Finnish IT service integrator with strong expertise in the development of companies’ core processes and lifecycle services using SAP technology. In 2019, CastorIT’s net sales were EUR 7.3 million and operating profit was EUR 0.9 million.

26.10.2020

Ukkoverkot – Sale of All Shares to Cellnex

We assisted Ukkoverkot Oy and its shareholders in a transaction in which Cellnex, the leading operator of wireless telecommunications infrastructures in Europe, purchased all the shares in Ukkoverkot Oy, the parent company of EDZCOM, becoming the sole owner of the Edge Connectivity solutions provider. EDZCOM plans to accelerate its international expansion by entering the UK and French markets at the end of 2020, followed by growth across other European markets in succeeding years, enabled by its new owner, Cellnex. ‘EDZCOM is a growth company with an expert team. Cellnex, with their impressive footprint and capabilities, provides us with access to growth capital and new markets. The complementarity of our businesses promises strong opportunities for vertical integration’, says Mikko Uusitalo, who continues to lead EDZCOM as CEO, in a press release. EDZCOM is the Nordic market leader in Edge Connectivity – private wireless connectivity solutions. Cellnex is the main infrastructure operator for wireless telecommunication in Europe, providing services in Italy, the Netherlands, the United Kingdom, France, Switzerland, Ireland, Portugal and Spain.

26.10.2020

European Insurance Group – Acquisition of Extensive Forest Property Portfolio

We represented a company belonging in an European insurance group in the acquisition of an extensive portfolio of forest properties from United Bankers’ UB Nordic Forest Fund I. In the transaction, all partnership interests in the limited partnership fund were acquired for a total price of approximately EUR 73 million. In addition to forest properties, the purchaser obtained an existing forest management infrastructure. The transaction stems from the insurance group’s desire to grow the share of forest properties in its investment allocation.

23.10.2020

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

FIM – Työ-SIB – A New Tool to Reduce Long-Term Unemployment

Our firm had the pleasure of advising FIM in the establishment of Työ-SIB, a social impact bond (SIB) to help long-term unemployed people find work. Social impact bonds are a good example of impact investing, which is an increasingly popular form of investment that seeks to achieve social impact in addition to financial gain. The impact of Työ-SIB will be measured by comparing the income of people who find employment through the project to the predicted income of unemployed people with a similar background. Investors only profit if the people employed through the project earn more than the comparison group. The pay-out has also been graded so that the payment is higher for jobseekers who have more trouble finding work. The investors bear the financial risks of the project, and the public sector only pays for achieved outcomes. Työ-SIB was commissioned by the Finnish Ministry of Economic Affairs and Employment. The project involves FIM as the programme manager and various employment service providers.

23.6.2020

United Bankers – Transfer to Nasdaq Helsinki Stock Exchange List

We advised United Bankers Plc in its transfer from Nasdaq First North Growth Market Finland to the Nasdaq Helsinki stock exchange list. Trading in the company’s A shares began on the Nasdaq Helsinki stock exchange list today. United Bankers has a 30-year history of operations. Over the past decade, asset management has become an ever more important part of the company’s business, and the company is a respected expert in real asset investments on the Nordic level. ‘C&S advised us already in 2014 when we listed on First North. Over the years our paths have crossed in numerous projects, so it only felt natural to pick a familiar advisor for this next step in our story. We begin our journey as a listed company with great confidence’, says United Bankers’ CEO Patrick Anderson .

18.6.2020

Neo Industrial – Acquisition of All the Shares in Reka Rubber

We assisted Neo Industrial Plc in their purchase of all the shares in Reka Rubber Ltd from Neo Industrial’s largest shareholder Reka Ltd. The purchase price is EUR 7.5 million and will be paid in cash. This acquisition is a step for Neo Industrial from an investment company to an industrial conglomerate, as it will form a new rubber industry business adjacent to its cable industry business. The company will later change its name to Reka Industrial. Reka Rubber is one of the leading European manufacturers of small and medium-sized rubber components to the heavy vehicle and machine building industries. The acquisition is conditional on the acceptance of the annual general meeting to be held on 24 June 2020.

5.6.2020

Central Bank of Savings Banks Finland – Update of EMTN Programme

We assisted Central Bank of Savings Banks Finland Plc in the update of a EUR 2,000,000 Euro Medium Term Note programme (EMTN). Under the updated programme, Central Bank of Savings Banks Finland can issue notes of various seniorities, including new senior non-preferred debt, as well as Tier 2 instruments pursuant to the EU’s Capital Requirements Regulation. Notes issued under the programme may be listed on the Irish Stock Exchange. Central Bank of Savings Banks Finland Plc is part of the Savings Banks Amalgamation and Savings Banks Group and operates as Group’s central credit institution.

16.4.2020

Bilot – Listing on First North

We advised Bilot Plc and Alexander Corporate Finance Oy, the lead manager, in the listing of Bilot on the Nasdaq First North Growth Market Finland market maintained by Nasdaq Helsinki. The initial public offering, which consisted of a public offering, institutional offering and personnel offering, was oversubscribed multiple times. The company gained approximately 4,000 new shareholders in the IPO. Trading in the company’s shares on First North began today. Bilot is a Finnish software and digital service company that gives its customers a strategic competitive advantage by developing a superior digital customer experience. The company has recognised expertise and a significant market share in Finland in leading software platforms and key technology ecosystems and in their seamless integration to its customers’ business. Bilot has approximately 140 employees in Finland, Sweden and Poland. In 2019, Bilot Group’s net sales was approximately MEUR 18.5.

18.3.2020

Shareholders of Machinery Group – Sale of All Shares in Machinery Group

We advised Yleiselektroniikka Oyj’s largest shareholder, Preato Capital AB, and other shareholders of Machinery Group Oy in the sale of the entire share capital of Machinery Group to Yleiselektroniikka Oyj for a cash consideration of EUR 18.75 million. The sale and purchase agreement was signed on 3 February 2020, and Yleiselektroniikka’s extraordinary general meeting approved the acquisition on 2 March 2020. The acquisition is estimated to nearly double Yleiselektroniikka’s net sales. Machinery Group Oy, founded in 1911, is a Finnish technical wholesale company. Machinery Group employs approximately 90 people and had an unaudited net sales of over EUR 52 million in 2019. Yleiselektroniikka Oyj is one of Finland’s most significant component and production equipment suppliers. Established in 1969, the company is Northern Europe’s oldest independent component distributor. Yleiselektroniikka has operations in five countries and its shares are listed on Nasdaq Helsinki Oy. Preato Capital AB is a privately owned investment company that invests in small and medium-sized established and profitable companies in the Nordic region.

9.3.2020

FIM – SIB Fund Formation

We advised FIM, the leading actor in the Nordic SIB investing field, in the formation of a SIB fund focusing on employing long-term unemployed persons. The fund is a limited partnership and an alternative investment fund, which is being offered to professional investors only. The purpose of the fund is to implement an impact investment project commissioned by Finnish Ministry of Economic Affairs and Employment of Finland. The investment activity of the fund consists of financing interventions aimed at decreasing unemployment on long-term unemployed individuals. The profits to be received by the investors in the fund are determined through pre-agreed employment indicators measuring the benefits produced by the project for society.

2.3.2020

Neo Industrial – Secured Senior Green Bond

We acted as legal advisor in the issue of a 10 million euro senior secured green bond by Neo Industrial Plc. The bond proceeds will be used for the financing of eligible expenditures as set out in Neo’s Green Bond Framework and related to the enhancement of the environmental credentials of its subsidiary Reka Cables Ltd’s portfolio of products and the improvement of Reka Cables Ltd’s environmental performance in respect to its production facilities and processes.

13.1.2020

Festivo Finland – Senior Secured Bond

We acted as legal advisor in the issue of a 13 million euro senior secured bond by refrigeration appliances manufacturer Festivo Finland Oy. Taaleri Kapitaali, a subsidiary of Taaleri Oyj, acted as the financial advisor and Taaleri Varainhoito as the lead manager. The bond issue related to an arrangement whereby Festivo Finland Oy purchased Porkka Finland Oy from Huurre Group Oy. In the same connection, Porkka Finland Oy became part of Festivo. Besides Finland, the new entity has operations in Sweden, Norway and United Kingdom.

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

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

Preato Capital – Takeover bid for the shares in Yleiselektroniikka Oyj

We assisted Preato Capital AB in a mandatory takeover bid for all shares in Yleiselektroniikka Oyj. The shares offered in the takeover bid together with the shares acquired otherwise by Preato Capital represented a total of approximately 79.13% of all of the issued and outstanding shares in Yleiselektroniikka and the votes attaching to them. Preato Capital aims to develop Yleiselektroniikka and to keep it as a listed company. Preato Capital AB is a privately owned investment company that invests in majorities in established and profitable small and medium-sized companies in the Nordic region. Preato Capital has offices in Helsinki and Stockholm. Yleiselektroniikka Oyj is one of Finland’s most significant component and production equipment suppliers for demanding electronics and communications applications. Yleiselektroniikka employs over 200 people, and it generated a turnover of EUR 57.2 million in 2018.

30.8.2019

BNP Paribas Leasing Solutions – Advice in joint venture transaction

We advised BNP Paribas Leasing Solutions, a subsidiary of BNP Paribas’ group, in the signing of an agreement leading to a commercial and capitalistic alliance, notably through a joint venture company named BNP Paribas 3 Step IT, which will be 51% owned by BNP Paribas Leasing Solutions and 49% by 3 Step IT.

3.7.2019

Cevian Capital Partners – Combination of Tieto and EVRY

We acted as adviser to Cevian Capital Partners Ltd, Tieto Corporation’s largest shareholder, in a transaction in which Tieto Corporation and EVRY ASA join forces to create a leading Nordic digital services company. The transaction will be highly complementary from a geographical, offering and customer perspective. It will also create one of the largest digital services communities in the Nordics. The proposed combination will take the form of a statutory cross-border absorption merger of EVRY into Tieto pursuant to the Norwegian and Finnish Companies Acts. Cevian Capital Partners Ltd, Solidium Oy and Apax Partners LLP, the largest shareholders in both Tieto and EVRY, support the combination and have issued pre-commitments. Apax, Cevian and Solidium have issued non-binding statements of intention according to which each will, through its representative on TietoEVRY’s Shareholders’ Nomination Board, and until the second annual general meeting of Tieto following the completion of the combination, support each other’s proposal for members of TietoEVRY’s Board of Directors. Completion of the merger is conditional on approval of the respective EGMs of Tieto and EVRY, and customary merger control approvals.

28.6.2019

Sp Mortgage Bank – Issue of EUR 500 Million Covered Bond

We advised Sp Mortgage Bank Plc in the issue of EUR 500 million covered bond. The bond was issued under Sp Mortgage Bank Plc’s EUR 3 billion bond programme and listed on the Irish Stock Exchange. Sp Mortgage Bank Plc is part of the Savings Banks Group and the Savings Banks Amalgamation. The role of Sp Mortgage Bank Plc is, together with Central Bank of Savings Banks Finland Plc, to be responsible for obtaining funding for the Savings Banks Group from money and capital markets. Sp Mortgage Bank Plc is responsible for the Savings Banks Group’s mortgage-secured funding by issuing covered bonds.

27.6.2019

Häggblom & Partners – Advising Forestum’s Principal Owners in Sale of Shares to Svenska Cellulosa Aktiebolaget

We advised Häggblom & Partners Oy, a financial advisory firm, when it assisted the principal owners of Forestum Group AB in the sale of their shares to Svenska Cellulosa Aktiebolaget (SCA). Listed on Nasdaq Stockholm, SCA is Europe’s largest private forest owner. The acquisition strengthens its operations in the Baltic region. Forestum Group AB is a Swedish company that owns, through its Estonian subsidiary, land and forest assets in Estonia, totalling approximately 10,300 hectares. The purchase price for the entire company was EUR 39 million on a debt-free basis. The principal owners held 93% of Forestum Group’s stock.

5.6.2019

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

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

21.5.2019

Sp Mortgage Bank – Update of Covered Bond Programme

We advised Sp Mortgage Bank Plc in the update of a EUR 3,000,000,000 covered bond programme. Under the programme, Sp Mortgage Bank Plc may issue covered bonds that may be listed on the Irish Stock Exchange. Sp Mortgage Bank Plc is part of the Savings Banks Group and the Savings Banks Amalgamation. The role of Sp Mortgage Bank Plc is, together with Central Bank of Savings Banks Finland Plc, to be responsible for obtaining funding for the Savings Banks Group from money and capital markets. Sp Mortgage Bank Plc is responsible for the Savings Banks Group’s mortgage-secured funding by issuing covered bonds.

12.4.2019

Central Bank of Savings Banks Finland – Update of EMTN Programme

We advised the Central Bank of Savings Banks Finland Plc in the update of a EUR 2,000,000,000 Euro Medium Term Note Programme (EMTN). Under the EMTN Programme, the Central Bank of Savings Banks Finland Plc may issue medium term notes that may be listed on the Irish Stock Exchange. The Central Bank of Savings Banks Finland Plc is a part of the Savings Banks Group and the Savings Banks Amalgamation. The role of the Central Bank of Savings Banks Finland Plc is to operate as the central credit institution of the Savings Banks Group.

8.4.2019

Aallon Group – Listing on First North

We advised Aallon Group Oyj and Alexander Corporate Finance Oy, the lead manager, in the listing of Aallon Group on the First North Finland market maintained by Nasdaq Helsinki. The initial public offering, which consisted of a public offering, institutional offering and personnel offering, was over-subscribed multiple times. The company gained approximately 2,300 new shareholders in the IPO. Trading in the company’s shares on First North began today. Aallon Group is a national full-service partner specialised in financial administration. The company’s service range includes financial administration services, advisory services, financial management services and specialised industry solutions. Aallon Group has offices in 11 municipalities in Finland and it employs over 200 people. Aallon Group has approximately 2,700 clients, which are mainly small and medium-sized enterprises from several different industries.

8.4.2019

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

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

29.3.2019

FIM – Establishment of Fund to Promote Child and Youth Welfare

We advised FIM in the establishment of the SIB fund focused on promoting child and youth welfare, including drafting documentation and addressing taxation questions. Social impact bonds (SIBs) are a good example of a new form of investment, which seeks to achieve social goals in addition to financial profit. The SIB fund established in this project is managed by FIM together with the Finnish Central Union for Child Welfare, the participating Finnish municipalities and the Finnish Innovation Fund Sitra. The activities of the fund are guided by representatives of the municipalities, the Central Union for Child Welfare and partner organisations providing child and youth services. The assets of the fund are used to finance projects promoting child and youth welfare. The fund’s profit is tied to the achievement of joint welfare goals, and the cost savings achieved are distributed between the municipalities and the fund’s investors. The fund is intended for professional investors.

12.2.2019

Danske Bank and Carnegie Investment Bank – Oma Savings Bank’s IPO

We assisted the Global Coordinator and Bookrunner Danske Bank A/S, Finland Branch, and the Bookrunner Carnegie Investment Bank AB, Finland Branch, in Oma Savings Bank Plc’s IPO on the official list of Nasdaq Helsinki. Oma Savigs Bank is the largest Finnish savings bank, which focuses primarily on retail banking and mortgage bank operations.

16.1.2019

Efore – Rights Issue

We advised Efore Plc, a company developing and producing demanding power products, and the lead manager Evli Bank Plc in a rights issue. The rights issue was oversubscribed, and the company raised gross proceeds of approximately EUR 11 million through the issue.

10.1.2019

Efore – Acquisition of Powernet International

We were Efore Plc’s legal advisor in its acquisition of the entire share capital of Powernet International Oy, a company specialised in development and manufacture of customer specific power supplies and systems. The acquisition further shifts Efore’s focus towards higher value-added products and solutions.

3.1.2019

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

Nordea – Re-domiciliation of Nordea

Castrén & Snellman advised Nordea Bank Abp with respect to Finnish law when the parent company’s registered office was transferred to Finland on 1 October 2018. The re-domiciliation from Sweden to Finland was carried out by way of a reversed cross-border merger, where the former parent company Nordea Bank AB (publ) merged with its Finnish subsidiary Nordea Bank Abp. Nordea Bank AB (publ) has been dissolved and all its assets and liabilities have been transferred to Nordea Bank Abp, which now is the parent company of Nordea Group. Nordea Bank Abp received the necessary licence from the European Central Bank in June 2018.

5.11.2018

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

Titanium – Acquisition of Investium Companies

We advised Titanium Oyj in a transaction in which it will acquire all the shares in Investium Group Ltd’s subsidiaries. The purchase price will be paid predominantly with Titanium’s shares, and the completion of the transaction is conditional upon, among others, approvals from the Finnish Financial Supervisory Authority and Titanium’s extraordinary general meeting. Investium Companies’ operations include Investium funds, securities brokerage, investment advice, insurance agent operations, life and non-life insurance brokerage and a legal services. In 2017, the turnover of Investium Companies amounted to approximately EUR 4.6 million and the result of the financial period to approximately EUR 0.2 million. Titanium is a growth company focusing on special investment funds investing in care properties and housing and asset management services. Titanium’s turnover in 2017 amounted to EUR 10.2 million and profit excluding group goodwill amortisations to EUR 6.1 million. Titanium’s shares are admitted to trading on the First North Finland trading facility maintained by Nasdaq Helsinki.

20.6.2018

Caverion and Lead Manager Banks – Directed Share Issue

We advised Caverion Corporation and the lead managers, Nordea and OP Corporate Bank, in an accelerated book-built share issue directed to institutional investors. The Company raised gross proceeds of approximately 60 million euros through the share issue. Caverion is one of Europe’s leading providers of solutions for buildings and industries with a turnover of 2.3 billion euros in 2017.

20.6.2018

Danske Bank and Handelsbanken – Harvia IPO

We assisted the joint bookrunners Danske Bank and Handelsbanken in Harvia Plc’s IPO on the official list of Nasdaq Helsinki. Harvia is one of the world’s leading providers of sauna and spa products, and its products are sold through a global distribution network. The company’s IPO, which consisted of a share issue and shares sale, was oversubscribed, and the company has over 2,000 shareholders following the IPO. The company’s market value immediately after the IPO is approximately EUR 93.5 million. Trading in the company’s share began on Nasdaq Helsinki’s prelist on 22 March 2018.

26.3.2018

Central Bank of Savings Banks Finland – Update of EMTN Programme and Issue of EUR 300 Million Notes

We advised the Central Bank of Savings Banks Finland Plc in the update of a EUR 2,000,000,000 Euro Medium Term Note Programme (EMTN). Under the EMTN Programme, the Central Bank of Savings Banks Finland Plc may issue medium term notes that may be listed on the Irish Stock Exchange. The Central Bank of Savings Banks Finland Plc issued senior unsecured floating rate notes in March 2018 in the aggregate principal amount of EUR 300 million due 8 March 2021. The issuance was documented under the EMTN Programme and listed on the Irish Stock Exchange. The Central Bank of Savings Banks Finland Plc is a part of the Savings Banks Group and the Savings Banks Amalgamation. The role of the Central Bank of Savings Banks Finland Plc is to operate as the central credit institution of the Savings Banks Group.

15.3.2018

United Bankers – Acquisition of Suomen Pankkiiriliike

We are advising United Bankers Plc in its acquisition of the entire share capital of Suomen Pankkiiriliike Oy. United Bankers will receive 100% of the shares in Suomen Pankkiiriliike in exchange for new shares in United Bankers to be issued to the sellers through a directed share issue. The completion of the transaction is subject to, among other things, the approval of the Finnish Financial Supervisory Authority and the resolutions of the extraordinary general meeting of United Bankers. Suomen Pankkiiriliike is a Finnish investment services group established in 1997. The group’s main services include investment advice and investment product brokerage services as well as asset management and organising emissions. Suomen Pankkiiriliike has four subsidiaries, SP Kapitaali Oy, SP Life Oy, SP Meklarit Oy and Joutsen Rahoitus Oy. The group employs over 70 people across Finland. In 2016, the group had a turnover of EUR 5.6 million and a profit of EUR 0.3 million. The assets managed by the group are over EUR 600 million (10/2017). United Bankers Plc is a Finnish investment group established in 1986. The group’s services include asset management, securities brokering, investment banking and fund management. The group employs 105 people (6/2017). In 2016, the group had a turnover of EUR 20.1 million and a profit of EUR 1.5 million. The group manages a total of approximately EUR 2.2 billion (6/2017). The company has been listed on First North Finland since November 2014.

12.12.2017

Sp Mortgage bank – Update of Covered Bond Programme and Issue of EUR 500 Million Covered Bond

We advised Sp Mortgage Bank Plc in the update of a EUR 3,000,000,000 mortgage covered bond programme. Under the programme, Sp Mortgage Bank Plc may issue covered bonds that may be listed on the regulated market. Sp Mortgage Bank Plc issued in October 2017 5-year EUR 500 million covered bonds due 2022. The issuance was documented under the covered bond programme and listed on the Irish Stock Exchange. Sp Mortgage Bank Plc is part of the Savings Banks Group and the Savings Banks Amalgamation. The role of Sp Mortgage Bank Plc is, together with Central Bank of Savings Banks Finland Plc, to be responsible for obtaining funding for the Savings Banks Group from money and capital markets. Sp Mortgage Bank Plc is responsible for the Savings Banks Group’s mortgage-secured funding by issuing covered bonds.

14.11.2017

Titanium – Listing to First North Finland

We advised Titanium Oyj in its listing to First North Finland, the multilateral trading facility maintained by Nasdaq Helsinki. The initial public offering consisting of public, institutional and personnel offering as well as share sale was clearly oversubscribed, and as a result of the offering, the company has over 5,100 new shareholders. Trading in the company’s shares on First North Finland commenced on 9 October 2017. Titanium Oyj is a Finnish growth company founded in 2009 focusing on special mutual funds investing in care real estate and housing as well as asset management services.

9.10.2017

Alfred Berg Asset Management – Sale of Alfred Berg’s Finland entities to Elite Asset Management

We advised Alfred Berg Asset Management AB in a transaction in which Elite Asset Management Plc acquired Alfred Berg’s Finland entities, i.e. 100% of the shares in Alfred Berg Asset Management Ltd and Alfred Berg Funds Ltd. Alfred Berg Asset Management AB is BNP Paribas Asset Management’s subsidiary in the Nordic countries. The major part of the acquisition was paid by issuing Elite’s new shares to the seller, which became a major shareholder in Elite.

23.8.2017

M-Brain – Bond Issue

We advised M-Brain Oy, a leading media, market and competitive intelligence services and tools provider, in the refinancing of its EUR 15 million senior secured bond.

27.6.2017

Nortal – Bond Issue

We advised Nortal AS, a leading Estonian multinational strategic change and technology company, in its EUR 15 million bond issue. Nortal is an ambitious fast-growing company that has expanded to the United States, United Arab Emirates and Sweden within the last year.

27.6.2017

SSH Communications Security – Directed Share Issue

We advised SSH Communications Security Corporation, a Finnish company developing advanced data security solutions, in a share issue directed to institutional and other selected investors. The issue was conducted as an accelerated book-building and the gross proceeds raised in the issue amounted to approximately EUR 7 million.

27.6.2017

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

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

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

8.12.2016

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

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

1.12.2016

Vapo – Issue of EUR 50 Million Hybrid Capital Securities

We advised Vapo Oy in the issue of EUR 50 million hybrid capital securities. The funds received from the hybrid bond will be used to strengthen Vapo’s balance sheet and prepare for future strategic growth investments.

31.10.2016

EU-based Industrial Company – Challenges related to the EU sanctions

We assisted an EU-based industrial company on the applicability of the EU sanctions upon their product and service supply to Russia. We drafted a legal opinion on the matter to support the business decision of the company’s future operations in Russia. As in other sanctions cases, the challenge was the absence of detailed reference material and published case law. Another challenge identified was the different approaches of the various Member States’ national authorities to the sanctions, for although EU sanctions regulations and decisions are universally applicable, there is not always consensus among Member States upon how to interpret those regulations and decisions. This lack of consensus decreases the legal certainty related to cross-border business activities.

10.8.2016

SSH Communications Security – Directed Share Issue

We advised SSH Communications Security Corporation, a Finnish company developing advanced data security solutions, in a share issue directed to institutional and other selected investors. The issue was conducted as an accelerated book-building and over-subscribed, and the gross proceeds raised in the issue amounted to approximately EUR 8 million. An application was made for listing of the shares in Nasdaq Helsinki Ltd.

23.6.2016

Verian Technologies – Sale of Membership Interests to Basware

We acted as local counsel to the owners of the U.S.-based Verian Technologies LLC in a transaction where Basware Corporation acquired the membership interests in the target. Part of the purchase price was paid in the form of new shares issued by Basware Corporation with the remaining part paid in cash. Headquartered in Fort Mill, South Carolina, Verian Technologies LLC is a leading cloud-based e-procurement solution provider with more than 150,000 users in the fast growing purchase-to-pay market.

15.4.2016

Danske Bank and UBS – Sponda’s Rights Issue

Castrén & Snellman advised the Sole Global Coordinator and Joint Bookrunner Danske Bank A/S, Helsinki Branch and the Joint Bookrunner UBS Limited in Sponda’s rights issue of approximately EUR 220 million. The proceeds from the rights issue will be used to partially repay the bridge loan raised for the acquisition of the Forum properties. The rights issue was fully subscribed for.

1.4.2016

Danske Bank – We Advised Danske Bank in Consti’s IPO

We advised Danske Bank, which acted as the sole manager of Consti Group Plc’s initial public offering on the main list of NASDAQ OMX Helsinki Ltd. Consti is one of the leading companies focusing on renovation and technical services in Finland. The initial public offering consisted of institutional and public share sale as well as personnel offering, and trading with the company’s shares commenced on the pre-list of NASDAQ OMX Helsinki Ltd on 11 December 2015.

17.12.2015

Pöyry PLC – Issue of EUR 30 Million Hybrid Capital Securities

We advised international consulting and engineering company Pöyry PLC in the issue of EUR 30 million hybrid capital securities , the purpose of which was to strengthen the company’s balance sheet . This was the company’s first issue of hybrid capital securities, and the securities were offered mainly to institutional investors as private placement in Finland.

18.11.2015

Finnair – Issue and Listing of EUR 200 Million Hybrid Bonds and Tender Offer for Its 2012 Hybrid Bonds

We advised Finnair Plc in the issue and listing of EUR 200 million hybrid bonds as well as in the tender offer for its 2012 hybrid bonds.

14.10.2015

FIT Biotech Oy – Listing on First North

We advised FIT Biotech Oy in its listing on the First North market maintained by the Helsinki Stock Exchange. FIT Biotech is a biopharma company established in 1995. It focuses on DNA vaccines and gene therapy. In the initial public offering, the company raised gross funds of EUR 3.5 million. After the offering, the company has 395 shareholders. Trading in the company’s shares on First North began on 1 July 2015.

1.7.2015

Danske Bank – Castrén & Snellman Advised Danske Bank in Pihlajalinna Oyj’s IPO

We advised Danske Bank, which acted as the sole manager of Pihlajalinna Oyj’s initial public offering on the main list of NASDAQ OMX Helsinki Ltd. The size of the offering was approximately EUR 80 million. The offering comprised a combined issue of new shares and a sale of existing shares by private equity house Sentica Partners and Leena Niemistö. The offering was oversubscribed, and the subscription period discontinued prematurely due to strong demand among institutional investors both in Finland and internationally. Trading of Pihlajalinna Oyj’s shares commenced on 4 June 2015.

4.6.2015

Central Bank of Savings Banks – EMTN Programme and Issue of EUR 500 Million Bond

We advised Central Bank of Savings Banks Finland Plc in the establishment of a EUR 2,000,000,000 Euro Medium Term Note Programme (EMTN). Under the EMTN programme Central Bank of Savings Banks Finland Plc may issue medium term notes to be listed on the Irish Stock Exchange. Central Bank of Savings Banks Finland Plc issued an inaugural 5-year senior unsecured EUR 500 million benchmark bond on 28 April 2015. The issuance was documented under the newly established EMTN programme and listed on the Irish Stock Exchange.

30.4.2015

Orava Residential REIT plc – Financing Arrangement Consisting of Senior Secured Notes and Credit Facility

We advised Orava Residential REIT plc and Danske Bank Oyj in a financing arrangement consisting of senior secured notes of EUR 20 million and a revolving credit facility of EUR 15 million.

15.4.2015

SSH Communications Security – Issue of Convertible Capital Securities

We advised SSH Communications Security Corporation in the issue of convertible capital securities of EUR 12 million aimed at institutional investors. The demand for the capital securities was good, and the issue was oversubscribed. We advised the company also in 2012 in the issue of capital securities.

23.3.2015

Dovre Group – Acquisition of Norwegian Petroleum Consulting Group AS

We advised Dovre Group Plc, a Finnish listed company, in its acquisition of Norwegian Petroleum Consulting Group AS, a Norwegian privately-held company focusing on providing staffing services to the oil and gas industry with operations in Norway, South East Asia, the US and the UK. Dovre Group will receive 100% of the shares in Norwegian Petroleum Consulting Group AS in exchange for approximately 36 million new shares to be issued through a directed share issue representing 36.5% of the shares and voting rights in Dovre Group Plc after the directed share issue. The completion of the transaction is subject to among other things the approval and authorisation by the annual general meeting of shareholders of Dovre Group Plc, to be held on 25 March 2015, to issue the new shares and to decide on the extra dividends proposed by the Board of Dovre Group Plc. The target is to complete the transaction within H1/2015.

10.3.2015

Summa Capital – IPO of Nixu Oyj

We advised Summa Capital Oy, which acted as the sole manager and bookrunner of Nixu Oyj’s initial public offering on the NASDAQ OMX First North marketplace. The value of the IPO was EUR 4,99 million. Nixu is the largest specialist company in information security consulting in the Nordics. The IPO was oversubscribed, and the subscription period ended prematurely due to the strong demand. Trading of Nixu Oyj’s shares will commence approximately on 5 December 2014.

1.12.2014

United Bankers – Listing on First North

We assist United Bankers Plc in listing on the First North Finland marketplace maintained by the Helsinki Stock Exchange. United Bankers is a Finnish midsized investment service group with four business areas: Asset Management, Fund Management, Brokerage and Investment Banking. At the end of June 2014, the assets under the management of the company totalled EUR 1.3 billion, and the company had nearly 4,500 clients. The company’s IPO was over-subscribed, and the company will receive over 650 new shareholders in the IPO. Trading in the company’s class A shares will begin on First North on or about Monday, 24 November 2014.

12.11.2014

DNA – Issue of an Unsecured Bond of EUR 150 million

We advised DNA Ltd in the issue of an unlisted unsecured bond of EUR 150 million. The bond was the largest unlisted bond recently issued by a Finnish company. The issue was aimed primarily for Nordic professional investors and it was fully subscribed.

6.11.2014

Danske Bank – We Advised the Lead Manager Danske Bank in Lemminkäinen’s Rights Issue

Castrén & Snellman advised the lead manager and underwriter Danske Bank in Lemminkäinen’s rights issue of approximately EUR 29 million. The rights issue was part of Lemminkäinen’s measures to strengthen its balance sheet with approximately EUR 100 million until the end of the third quarter in 2015. The rights issue was oversubscribed by 27.5 per cent and the underwriting provided by Danske Bank was therefore not utilised.

24.9.2014

M-Brain – Issue and Listing on First North of a Senior Unsecured Bond of EUR 15 million

We advised Evli Bank Plc and M-Brain Oy in coordinating, arranging and issuing a senior unsecured fixed rate bond of EUR 15 million. The bond was issued on 17 June 2014 and listed on the multilateral trading facility Nasdaq OMX Helsinki First North bond market on 25 June 2014. The bond is among the first in Finland to be issued for acquisition purposes or listed on the First North bond market.

1.7.2014

Nordea and SEB – We Advised Nordea and SEB in ThyssenKrupp’s Divestment of Outokumpu’s Shares

Castrén & Snellman advised SEB and Nordea in the sale of approximately 620 million Outokumpu shares, at the time equivalent to 29.9% of all Outokumpu shares, from ThyssenKrupp to certain investors.

11.4.2014

The Underwriters – We Advised the Underwriters in Outokumpu’s Rights Issue

Castrén & Snellman advised Danske Bank, Nordea and SEB as joint global coordinators and joint bookrunners and BNP Paribas, Crédit Agricole, J.P. Morgan and Swedbank as joint bookrunners in Outokumpu’s rights issue of approximately EUR 665 million. All banks also acted as underwriters. The rights issue was successfully completed and oversubscribed by 23%. The rights issue was a part of Outokumpu’s measures to deleverage and strengthen its balance sheet. Other measures included the divestment of Outokumpu’s Terni facility in Italy and its high performance alloy business (VDM) to ThyssenKrupp as well as extensive debt financing arrangements.

11.4.2014

Nordea Bank Finland – Castrén & Snellman Advised Nordea Bank Finland Plc in Verkkokauppa.com Oyj’s IPO

We advised Nordea Bank Finland Plc, which acted as the sole manager of Verkkokauppa.com Oyj’s initial public offering on the multilateral trading facility NASDAQ OMX First North Finland. The size of the offering was EUR 64 million and it represented approximately 37% of the total number of the company’s shares outstanding after the IPO, including over-allotment. The offering comprised a combined issue of new shares and a sale of existing shares by Samuli Seppälä, Verkkokauppa.com Oyj’s founder, and private equity house Rite Ventures. The offering was oversubscribed and the subscription period discontinued prematurely due to strong demand among institutional investors both in Finland and internationally. Trading of Verkkokauppa.com Oyj’s shares commenced on 4 April 2014.

4.4.2014

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