Merja Kivelä

Partner, Member of the Finnish Bar

Services

  1. Capital Markets & Financial Regulation
  2. Banking & Finance
  3. Mergers & Acquisitions
  4. Public M&A

Contact details

As one of Finland’s most experienced capital markets lawyers, I know the Nordic capital markets from top to bottom. I began my career as a derivatives broker, and I was involved in establishing the Finnish derivatives markets and book-entry system. Subsequently, I contributed to the combination of the Finnish and Swedish securities exchanges and the transfer of derivatives trading onto the Eurex exchange. I have also played a role in developing market regulations and practices, e.g. as the chairperson of the Securities and Finance Law Expert Group of the Finnish Bar Association from 2010 to 2015. I have comprehensive strategic insight into how the capital markets work and how public arrangements and investment instruments should be structured. I am also a trusted advisor in private M&A transactions.

I chair the shareholders’ meetings of numerous listed companies and institutions, including KONE Corporation, F-Secure Corporation, Neo Industrial Plc, Titanium Oyj and Ilmarinen Mutual Pension Insurance Company. I served as the chairperson of Castrén & Snellman’s board from 2009 to 2017.

I am fascinated by exponential global transformation and the impacts of new technologies on companies and industries, and keep abreast of them in my role as a start-up investor.

I am the chairperson of the Children and Youth Foundation, deputy chairperson of Finland’s Sustainable Investment Forum (Finsif) and board member of the Climate Leadership Coalition.

Latest references

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.
Case published 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.
Case published 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. 
Case published 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.
Case published 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.
Case published 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.
Case published 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.
Case published 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.
Case published 1.12.2021
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