Pauliina Tenhunen

NoHo Partners – A MEUR 119 Financing Package

We advised NoHo Partners Plc on a 119-million-euro financing arrangement. The financing arrangement frees up a significant part of the cash flow for the business and enables the implementation of an acquisition-driven growth strategy also in the future.

16.1.2025

Evli – Strategic partnership with Bregal Milestone to accelerate growth in Allshares

We advise Evli, a leading Nordic investment and wealth management company, in a strategic partnership with Bregal Milestone. The objective of the strategic partnership is to grow the business of Evli Alexander Incentives Oy. In connection with the strategic partnership and to reflect its new vision and strategy, Evli Alexander Incentives Oy will be rebranded to Allshares Oy. As part of the partnership arrangement Bregal Milestone has agreed to invest over EUR 65 million in Allshares to acquire shares owned by certain minority shareholders and to fund future organic and inorganic growth in the company. Following completion of the arrangement, Bregal Milestone will own 55 percent of the shares and votes in Allshares, Evli Plc will own 42 percent, and Allshares’ management will own the remaining 3 percent. The arrangement will mark a significant strategic and financial partnership for Evli Plc and is expected to increase the value of Evli Plc’s ownership in Allshares over a longer period. ‘We are very excited to partner with Bregal Milestone, who shares our vision of becoming the leading provider of share-based incentive and compensation plan management and design in Europe and beyond. With their support, we will be able to accelerate our growth, invest in our platform, and enter new markets. We believe that this partnership will create significant value for our clients, employees, and shareholders,’ Maunu Lehtimäki, CEO of Evli comments. Bregal Milestone is a leading European growth private equity firm and enjoys a strong track record in scaling Nordic champions across Europe via organic and inorganic growth. Bregal Milestone will bring strategic guidance, operational support, financial resources, and access to its deep network of partners and contacts to accelerate organic and inorganic growth of Allshares.

7.3.2024

SATO – Rights Issue

We advised SATO Corporation and lead manager Skandinaviska Enskilda Banken AB (publ) Helsinki Branch in a rights issue. SATO received gross proceeds of approximately EUR 200 million from the issue. SATO Corporation is an expert in sustainable rental housing and one of Finland’s largest rental housing providers. SATO owns around 25,000 rental homes in the Helsinki Metropolitan Area, Tampere and Turku. Approximately 45,000 residents live in SATOhomes.

29.2.2024

Oomi – Partial demerger

We advised Oomi Oy in a partial demerger where Oomi’s solar power business for corporate customers demerged and formed a new independent company, Oomi Solar Oy. As part of the partial demerger process, we assisted Oomi in pre-emptive discussions with the tax authorities where the tax treatment of the restructuring was confirmed. Oomi Solar, the demerged company, focuses on implementing solar power plants for real estate properties, ground-level solar power plants and industrial solar power parks and supports companies and entities in their transition towards renewable energy. Oomi Solar started operations on 1 January 2024.

12.2.2024

Danske Finance – Cross-Border Merger

We advised Danske Bank A/S and its subsidiary Danske Finance Oy in a cross-border absorption merger, which was carried out in accordance with the Finnish and Danish Companies Acts. After the merger, Danske Bank A/S will continue the business of the merged Danske Finance Oy as a branch in Finland. As part of the arrangement, we advised Danske Finance Oy in particular on the merger process and the related registrations and approvals required to the complete the arrangement. Our team in this arrangement included experts in corporate governance, capital markets and financial regulation and employment law.

15.1.2024

C&S Insurance Service – Castrén & Snellman’s full-service offering covers all areas of business law for the insurance sector

Castrén & Snellman is the trusted partner for companies in the insurance sector both in Finland and internationally. We have assisted our clients in matters such as obtaining authorisation for activities transactions, such as insurance portfolio transfers and ownership control processes system acquisitions disputes outsourcing arrangements sales, marketing and insurance distribution matters. We have extensive experience in the insurance sector and decades of collaboration with supervisory authorities. We offer our clients our internationally recognised competence, clear thinking and solution-oriented experts.

5.12.2023

Raute – Rights issue and two convertible perpetual junior loans

We advised Raute Corporation and lead manager Evli Plc in connection with Raute’s rights issue. The offering was oversubscribed, and the company raised gross proceeds of approximately EUR 7.5 million. Trading with the new shares subscribed for in the issue will commence on the official list of Nasdaq Helsinki Ltd on or about 21 June 2023. In addition, we advised Raute in connection with two convertible perpetual junior loans. Raute agreed on perpetual junior loans of up to EUR 2 million each with LähiTapiola Yritysrahoitus I Ky and Veritas Pension Insurance Company Ltd respectively in connection with the rights issue. We have been the trusted partner of Raute in previous assignments as well: this spring, we acted as the legal advisor to Raute relating to its directed share issue, combination of share classes, new EUR 12 million secured revolving credit facility and a total of EUR 40 million in uncommitted secured bank guarantee facilities. ‘I would like to thank our shareholders for their trust and commitment. The completion of the offering, together with the directed issue carried out earlier this year and the agreed junior loan arrangements, form an entity, which strengthens our financial position and enables the implementation of our new growth strategy. Raute now has a strong foundation to be the partner to future-proof the wood industry. With our unique solutions, we drive change and promote resource-efficient society.,’ comments Mika Saariaho, President and CEO of Raute. Raute is a worldwide technology and service company whose customers are companies operating in the wood products industry. Raute’s technology offering covers the entire production process for veneer, plywood and LVL (Laminated Veneer Lumber) and special measurement equipment for sawn timber. As a supplier of mill-scale projects, Raute is a global market leader both in the plywood and LVL industries. Additionally, Raute’s full-service concept includes technology services ranging from spare parts deliveries to regular maintenance and equipment modernisations.

19.6.2023

European Battery Technologies – Sale of assets of bankruptcy estate

Our partner Pauliina Tenhunen acts as the administrator of the bankruptcy estate of European Battery Technologies Oy. The bankruptcy estate sold all assets of the bankrupt company, including its battery factory equipment and IP rights related to the operations. The equipment sold was the first of its kind in the 2010s and the factory was the first in Europe to produce LFP batteries. The buyer is Estonia and Germany-based Skeleton Technologies, a global developer and manufacturer of energy storage solutions. The buyer will continue operations in the premises rented by the bankrupt company in Varkaus, Finland. The owner of the premises is Keski-Savon Teollisuuskylä Oy, a company owned by the city of Varkaus. The bankruptcy administration is very pleased with this outcome as the continued operation of the battery factory was a priority also for the bankruptcy estate.

26.5.2023

SATO – Compliance review

We assisted SATO Corporation in a comprehensive review of the company’s compliance functions by assessing whether SATO’s internal policies, guidelines and commitments, such as the company’s code of conduct, were up to date and complied with regulations. As a result of the review, we provided suggestions for developing the compliance-related guidelines in a way that would make organisation-wide implementation of compliance matters more efficient. In addition, we suggested how the compliance functions could be developed in the short and long term and their structure simplified in order for the model to correspond better with the goals of the company’s sustainability programme and the requirements of upcoming sustainability regulation. ‘The support provided by the Castrén & Snellman experts in this review has been invaluable. We received excellent comments on how to develop and implement our guidelines and policies. It’s easy to trust the advice of these experts,’ say Katri Innanen, General Counsel, and Sini Kössi, Leading Legal Counsel, Investments, from SATO.

8.5.2023

Raute – Directed share issue, rights issue, combination of share classes and financing arrangement

We advise Raute Corporation and lead manager Evli Plc in connection with Raute’s directed share issue, rights offering and a possible junior loan which would supplement the share issues. The aggregate amount of these measures that are intended to be implemented by mid-2023 is estimated to be approximately EUR 13–16 million. In connection with the share issues, it is proposed that Raute’s unlisted share series K with multiple voting rights is combined with the listed series A forming one share series listed on Nasdaq Helsinki. We have also acted as the legal advisor to Raute relating to its new EUR 12 million secured revolving credit facility and a total of EUR 40 million in uncommitted secured bank guarantee facilities. Raute is a technology and service company that operates worldwide. Raute’s customers are companies operating in the wood products industry that manufacture veneer, plywood, LVL (Laminated Veneer Lumber) and sawn timber. Its technology offering covers the entire production process for veneer, plywood and LVL and special measurement equipment for sawn timber. As a supplier of mill-scale projects, Raute is a global market leader both in the plywood and LVL industries. Additionally, Raute’s full-service concept includes technology services ranging from spare parts deliveries to regular maintenance and equipment modernisations.

10.3.2023

SOK – Sale of Prisma Stores in St Petersburg

We advised Suomen Osuuskauppojen Keskuskunta when it sold the company responsible for St Petersburg Prisma business to Russian X5 Group. As a result of the transaction, the responsibilities for store leases and personnel will be transferred to X5 Group. The transaction does not include any rights to use S Group trademarks. The transaction was approved by Russian Antimonopoly Service (FAS) on 15 June 2022. X5 Group is the largest grocery store chain in Russia, including chains such as Pyaterochka and Perekrestok. S Group is a Finnish network of retail and service companies with more than 1,900 locations in Finland. S Group consists of cooperatives and Suomen Osuuskauppojen Keskuskunta (SOK) with its subsidiaries.

15.7.2022

Evli – EAB Group Merger into Evli

We advised Evli in a transaction in which EAB is going to merge into Evli through a statutory absorption merger in accordance with the Finnish Companies Act. The combination agreement and the merger plans relating to the transaction were signed and announced on 31 May 2022, and the transaction is expected to be completed during the second half of 2022. For this transaction, we drafted the first exemption document in the history of Finland in accordance with Commission Delegated Regulation (EU) 2021/528 and regulation (EU) 2017/1129 of the European Parliament and of the Council. Both Evli and the EAB Group offer wide ranging investment services as well as asset and fund management including alternative investment funds (AIFs). The combination of Evli and the EAB Group is the next step for Evli in its strategic path to become a leader in Nordic wealth management services. The Combined Company resulting from the merger will have an especially strong position among others in wealth management for institutions and in the design and management of incentive and rewards systems.

7.6.2022

Evli Bank and Evli – Evli Bank’s Demerger Into Evli Plc and, Through Merger With Fellow Finance, Fellow Bank

We advised Evli Bank Plc in a complex arrangement between Evli and Fellow Finance Plc, in which Evli demerged into a new asset management group, Evli Plc, and a company that will carry on Evli’s banking services and into which Fellow Finance merged. The arrangement was carried out through a partial demerger of Evli Bank and an absorption merger in which Fellow Finance merged into the remaining part of Evli Bank immediately after the demerger. The new company created through the merger that will continue the banking services was named Fellow Bank Plc. As part of the arrangement, we advised Evli Bank Plc in particular in the demerger and merger processes as well as with respect to related prospectuses and authorisations, registrations and approvals required for the completion of the arrangement. The completion of the arrangement required, among other things, approvals and registrations from the Finnish Financial Supervisory Authority, the European Central Bank and the Finnish Trade Register. The completion of the arrangement also required that Evli Plc’s class B shares be listed on Nasdaq Helsinki. In connection with Evli Bank’s change to Fellow Bank, Evli Bank’s class A shares and class B shares were converted into one listed share class. In addition, Fellow Bank’s capital position was strengthened with a directed share issue. The arrangement resulted in a new Evli, which will focus on wealth management and advisory services, and Fellow Bank, which is based on a scalable and digital service concept. The arrangement further improves opportunities to grow both banking services and wealth management as independent businesses.

4.4.2022

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

MobilePay – Cross-Border Intra-Group Merger

We advised MobilePay A/S (MobilePay Denmark) and its subsidiary MobilePay Finland Oy in a cross-border absorption merger, which was carried out in accordance with the Finnish and Danish Companies Acts. Following the merger, MobilePay A/S will provide services in Finland through a branch office. The establishment of a branch office was part of the group’s objective to reorganise its group structure internationally. The C&S team in this merger consisted of our experts in corporate governance, capital markets and financial regulation and tax and structuring. MobilePay empowers people across the Nordics to share life through joyful exchanges. In Finland, nearly 2 million customers use the MobilePay app. The value of transactions made using the app amounted to almost EUR 2.4 billion in 2021, more than 80% higher than in 2020.

27.1.2022

Brothers Clothing – Administration of Bankruptcy Estate

Menswear retailer Brothers Clothing Oy applied for bankruptcy on its own initiative in April 2020. At the time it was declared bankrupt, the company had a total of 12 stores and about 70 employees across Finland. The bankruptcy proceedings were concluded briskly in about one and a half years, and the creditors approved the final settlement of accounts in December 2021. Attorney Pauliina Tenhunen served as the administrator of the bankruptcy estate. After bankruptcy was declared, the bankruptcy estate began clearance sales in five stores in Espoo, Vantaa, Turku, Raisio and Vaasa. The clearance sales were organised in cooperation with the company’s store staff, and the bankruptcy estate hired about 20 of the company’s employees for fixed-term employment. The liquidation result from the clearance sales was significant. Unsecured creditors accrued over 50% disbursements in the bankruptcy. In addition to insolvency experts, the team managing the bankruptcy estate included taxation and employment law experts.

18.1.2022

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

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

Evli Bank – Demerger into an Asset Management Group and into a Banking Group into which Fellow Finance Will Merge

We advised Evli Bank Plc in an arrangement between Evli and Fellow Finance Plc in which Evli will demerge into New Evli, an asset management group that will be listed, and into a company that will carry on Evli’s banking services and into which Fellow Finance will merge. The company that will carry on the banking services will be called Fellow Bank. The arrangement will be carried out through a partial demerger of Evli and an absorption merger in which Fellow Finance will merge into Evli immediately after the demerger. The arrangement will create a new company, Fellow Bank, which will be based on a scalable and digital service concept, as well as New Evli, which will be further focused on wealth management and advisory services. The arrangement further improves opportunities to grow both banking services and wealth management as independent businesses. The intention is for New Evli to apply for authorisation as investment firm. The arrangement is also conditional on other authority approvals and on approval by the general meetings of both companies. The arrangement is intended to be completed during the first half of 2022.

22.7.2021

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

L-Fashion Group – Reorganisation of Financing

We advised L-Fashion Group Oy in a financing arrangement in which it reorganised its current financing and signed a euro-denominated facilities agreement on 10 December 2020 with Nordea Bank Abp, OP Corporate Bank plc, Danske Bank A/S, Finland Branch and Skandinaviska Enskilda Banken AB (publ).

12.1.2021

Founders – Establishment of a Foundation for the Conservation of the Paimio Sanatorium Designed by Alvar and Aino Aalto

We advised the Hospital District of Southwest Finland and other founders in a pro bono assignment to establish a foundation dedicated to the development and conservation of the Paimio Sanatorium designed by Alvar and Aino Aalto. The foundation will conserve the internationally renowned architecture and significant cultural capital of the properties of the tuberculosis sanatorium. The task of the foundation is to preserve the complex formed by the buildings and furnishings. ‘Castrén & Snellman’s wide expertise and excellent service were of great help to us throughout the project from start to finish. In the course of establishing the foundation, we came across issues that we had not fully anticipated, but with Castrén & Snellman’s experts we were able to find feasible solutions‘, said Heikki Aalto-Alanen , member of the board of directors of the foundation. ‘We truly appreciate that they chose to support us pro bono and make their expertise available to this project. The conservation of the Paimio Sanatorium is a project of exceptional importance even on an international scale ’, Aalto-Alanen continues. Plans are for the sanatorium to host, amongst other things, a variety of cultural events in the future. The foundation was established by the Hospital District of Southwest Finland, the State of Finland, the Alvar Aalto Foundation and the cities of Paimio and Turku. The former owner of the sanatorium, the Hospital District of Southwest Finland, transferred the sanatorium properties, including all buildings and furnishings, to the foundation. The establishment of the foundation is the result of an inquiry into the future of Paimio Sanatorium launched by the Ministry of Education and Culture and the Ministry of the Environment in 2019.

8.1.2021

S-Voima – Ownership Arrangement in TuuliWatti

We advised S-Voima Oy in an ownership arrangement concerning TuuliWatti Oy. In the arrangement, TuuliWatti, which was owned in equal shares by S-Voima and St1 Nordic Oy, demerged into two new companies. Following the arrangement, S-Voima will continue to produce wind power in a fully owned new company called Gigawatti Oy. S-Voima is the S Group’s electricity procurement company. The S Group’s goal is for its operations to be carbon negative by 2025. ‘Achieving our climate goals with respect to renewable energy will take work and investments. Our goal is for our energy production to match our consumption, which is 1 TWh. Our current wind power capacity and project portfolio together with our solar power investments are a good start’, said S-Voima’s Managing Director Mikko Halonen.

11.11.2020

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

Silmäasema – Redemption of Minority Shares

Our partner Pauliina Tenhunen acted as a trustee in the redemption proceedings concerning the minority shares in Silmäasema Oyj in which Coronaria Oy acted as the redeemer. In accordance with chapter 18 of the Finnish Limited Liability Companies Act, a trustee appointed by the court looks after the interests of the minority shareholders and presents facts and evidence supporting their case in the course of the proceedings. The redemption dispute was unusually extensive and complex, and the Redemption Committee of the Finland Chamber of Commerce decided to appoint a three-member arbitral tribunal to settle the dispute. The public tender offer and the redemption procedure also aroused widespread interest in the national financial media due to the premium included in the offer being considered low. During the proceedings, the trustee drew attention to a number of special circumstances, such as the exceptional decision of Silmäasema’s board of directors to not recommend that the shareholders accept the tender offer, the strong positive financial development reported by Silmäasema after the tender offer and the fact that Silmäasema’s share price remained locked despite the general positive development of the company and the stock market. In its detailed arbitration award of 23 June 2020, the arbitral tribunal acknowledged the existence of certain exceptional circumstances, but nevertheless adhered to the previous arbitration practice by confirming the redemption price as the price offered in the mandatory public tender offer.

25.9.2020

Siemens Osakeyhtiö – Partial Demerger and Preliminary Tax Discussions

We assisted Siemens Osakeyhtiö in its partial demerger into Siemens Energy Oy as part of a global reorganisation in which the Gas and Power business was carved out from the rest of the Siemens group. As part of the partial demerger process, we assisted Siemens Osakeyhtiö in preliminary tax discussions with the Finnish Tax Administration to ensure the tax treatment of the reorganisation.

6.4.2020

Finnish Defence Forces – Squadron 2020 Project

We advised the Finnish Defence Forces Logistics Command in the Squadron 2020 project. Squadron 2020 is the Finnish Navy’s project that is aimed at replacing seven vessels that the Navy will decommission. These will be replaced by four modern corvettes. Rauma Marine Constructions Oy and RMC Defence Oy based in Rauma will construct four multi-purpose corvettes, called the Pohjanmaa Class, for the Squadron 2020 project. Saab AB from Sweden was selected as the combat system supplier. The Pohjanmaa Class will form the backbone of the Finnish Navy’s capability and combat vessel fleet and is planned to remain in service until the 2050s. The total cost of the Squadron 2020 project is approx. EUR 1,300 million.

16.3.2020

UFF – Change from Association into Foundation

We assisted the association U-landshjälp från Folk till Folk i Finland rf in a reorganisation of its activities. The association, which is to be dissolved, established a foundation to continue the association’s operations. The transformation of the association into a foundation ensures that the association can continue its activities without altering its original purpose and sustainably support climate work and global development in the future. In the reorganisation, the association transferred its assets and liabilities and operations to the newly established foundation in their entirety. The association’s personnel also transferred to the foundation as existing employees. In the final stage of the reorganisation, the association will be dissolved. U-landshjälp från Folk till Folk i Finland sr will continue to be known by its familiar acronym UFF in the future. The former association will continue to promote the public good as a foundation by maintaining a recycling service in Finland and supporting development work in Africa and India. Through the recycling of clothes, UFF aims to bring about sustainable development that reduces extreme poverty in the world. UFF supports education, food security and income-earning opportunities in Africa and India. It also brings Finns into contact with sustainable development and the affairs of the developing world. In addition to the collection of clothes and donations, the foundation’s activities are made possible by state aid granted by Finland’s Ministry of Foreign Affairs and the support of the European Union. Virve Groning, UFF sr’s Managing Director: ‘The reorganisation has been a unique moment in UFF’s history. Our objectives were to strengthen the conditions for our future activities and to ensure the continuity of the organisation’s original missions: to support climate work and global development for sustainability. Thanks to Castrén & Snellman’s comprehensive expertise, we have been able to ensure that all the necessary aspects are covered in the reorganisation. By overseeing the change process in a careful and proactive way, we achieved reliable continuity for our practical service work in society, both for our climate service in Finland and our global development programme.’

18.6.2019

Management of Various Companies – Background Checks for the Identification of Clients and Business Partners

In today’s business environment, the identification of and due diligence related to clients and business partners are essential ingredients in the management of reputation risk and in the diligent and responsible conduct of business. For well over the past year, we have performed background checks on prospective clients and business partners for various companies at the management’s request. These checks have covered, for example, trade sanctions, corruption risks and money laundering risks and have concerned China, Denmark, Ecuador, France, Hong Kong, Israel, Jordan, Latvia, Lithuania, Nigeria, Poland, Russia, Slovakia, Thailand, Ukraine and the United States.

22.2.2019

Zsar Outlet Village – Financing Arrangements

We acted as the sole legal advisor in the financing of the new Zsar Outlet Village in Vaalimaa, the first premium outlet village in Finland. We handled the complex financing structure consisting of several equity issues, bank financing and a junior bond. We advised Zsar Oy as the owner and operator, the Finnish Industry Investment Ltd (Tesi) as anchor investor and Prudentus Capital Oy as the sole lead manager throughout the process. The assignment demonstrated Castrén & Snellman’s capabilities to advise clients in demanding and multifaceted projects where tailor-made solutions are needed. Read more: www.zsar.fi/

28.11.2018

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

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

Componenta Corporation and Componenta Finland – Restructuring of Componenta Corporation and Componenta Finland Ltd

Our firm’s former attorney Mika Ilveskero served as the administrator in the restructuring proceedings of Componenta Corporation and Componenta Finland Ltd, which began on 30 September 2016. Componenta Corporation’s shares are listed on Nasdaq Helsinki. The group’s Swedish subsidiaries Componenta Främmestad AB, Componenta Wirsbo AB and Componenta Arvika AB were placed in restructuring on 1 September 2016, and the Dutch subsidiary Componenta B.V. was declared bankrupt on 2 September 2016. The Swedish subsidiaries Componenta Arvika and Componenta Wirsbo were subsequently declared bankrupt in July 2017. The Componenta group’s business covers the design, casting and machining of iron components for various industrial applications. The group manufactures components from a variety of materials from single components to production runs of tens of thousands components. The group’s customers are mainly truck, construction, mining and metal industry companies as well as manufacturers of agricultural machinery. Following the restructuring proceedings, the Componenta group has key operations in Finland And Sweden. The vast majority of creditors approved the draft restructuring programmes on 23 August 2017 after proceedings that lasted just under a year. The implementation of the restructuring programmes is being supervised by Attorney Pauliina Tenhunen. The group’s short-term focus will be on implementing the restructuring programmes and securing the necessary financing as well as on streamlining operative business activities.

1.12.2017

Ilmarinen – Etera’s Merger into Ilmarinen

We were the legal advisor to Ilmarinen Mutual Pension Insurance Company in its planned merger with Etera Mutual Pension Insurance Company. Ilmarinen and Etera signed a merger agreement on 29 June 2017 under which Etera will merge into Ilmarinen. The merger will be completed when the general meetings of Ilmarinen and Etera as well as the authorities have approved it. The Finnish Competition and Consumer Authority has already deemed that there is no competition law obstacle to approving the transaction. The plan is to complete the merger on 1 January 2018. The merger will create a solvent and cost-effective earnings-related pension company with the most competitive client benefits in the sector. By combining the strengths of each company, the goal is to build an innovative and agile service company that offers even more diverse and higher-quality services than before. The pension assets of the new company would be more than EUR 44 billion. It would manage the pension cover of more than 1.1 million Finns – the total number of insured coming to over 675,000 and pensioners numbering 460,000.

12.9.2017

Winwind – Bankruptcy of Winwind Oy

Pauliina Tenhunen served as the administrator in Winwind Oy’s bankruptcy proceedings, which began in October 2013. Winwind Oy, a designer and manufacturer of industrial-scale wind power plants, was declared bankrupt due to the failure of attempts to rehabilitate its business operations in restructuring proceedings. When bankruptcy proceedings began, Winwind had assets in Finland, India, Sweden, France, Portugal, Estonia, Italy and the Czech Republic as well as factories in Hamina, Finland, and Vengal, India. The bankruptcy estate engaged in long negotiations with several different overseas parties concerning the sale of the company’s business, but liquidating the business as a whole proved difficult due to the preceding restructuring and the unique characteristics of the business. Due to reasons beyond the bankruptcy estate’s control, the assets ultimately had to be liquidated piecemeal. The geographical dimension of the business also made the administration of the estate highly international. The creditors approved the final account of the estate in January 2017, which brought the bankruptcy proceedings to a close.

11.1.2017

EcoStream and L&T Recoil – Bankruptcy

EcoStream was an oil reclamation group from Hamina, on the southern coast of Finland. Parent company EcoStream was responsible for the sale of reclaimed oil, and subsidiary L&T Recoil was responsible for the actual oil reclamation. At the start of 2014, both companies ran into insurmountable financial difficulties, and they filed for bankruptcy in March 2014. C&S partner Pauliina Tenhunen, who specialises in insolvency matters, was appointed as the administrator for both bankruptcy estates. The oil reclamation plant located in the port of Hamina is one of a kind in Finland. The plant has the capacity to process all of the waste oil produced in Finland ecologically, turning it into high-quality base oil. The project was tripped up by higher-than-anticipated construction costs and by the price of base oil falling along with global oil prices. The bankruptcy estates quickly put the reclamation plant up for sale in cooperation with the secured creditors. A domestic buyer was quickly found for the plant, and the plant is now running under the new ownership.

24.2.2016

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