Pekka Jaatinen

Family-owned associated companies – Negotiating shareholders’ agreements

We drafted a full set of shareholders’ agreements for family-owned associated companies to align and record the family members’ objectives within the companies. Developing and revising an ownership strategy usually requires extensive discussions at the ownership level. These discussions must identify the future prospects each owner sees and the owners’ capacity to commit to a coherent strategy. The discussions may involve difficult issues, but their resolution is essential for long-term ownership. We assisted the family in codifying the ownership strategy of associated companies into shareholders’ agreements. During this revision work, the owners received a useful snapshot of the drivers propelling the business forward.

10.9.2024

Heirs of a decedent’s estate – Distribution of inheritance

We assisted the shareholders of a contentious estate on legal issues relating to inheritance and succession, as well as on the tax aspects of the distribution of the estate. Our advice covered a comprehensive set of legal issues, combining substantive inheritance law expertise with maintaining active contact with the heirs, facilitating negotiations between them, providing inheritance tax planning and handling various processes relating to the distribution of the estate. The clients appreciated that we actively advanced the matter and proactively highlighted different points of view at different stages of the process. It was important for the clients to understand what their options were and to know what to expect at each stage of the process.

13.8.2024

Relacom Finland – Administration of bankruptcy estate

Relacom Finland Oy was declared bankrupt in 2019 upon the company’s own application. Relacom Finland Oy was one of the leading telecommunication services companies in Finland, and it had activities across Finland. The company offered, for example, installation and maintenance of telecommunication networks and power grids. When bankruptcy was declared, the company had around 400 employees. The bankruptcy proceedings were concluded in approximately three years, and the creditors approved the final settlement of accounts in December 2022. Attorney Pekka Jaatinen served as the administrator of the bankruptcy estate. After the beginning of the bankruptcy, the bankruptcy estate examined the company’s unfinished projects and finished them to the extent that was profitable. The rest of the projects were shut down in a controlled manner and handed over to the customer. Some of the projects were also socially important. The bankruptcy estate hired 112 of the company’s employees for fixed-term employment to finish projects and to ensure that the shutdown was carried out in a controlled manner. However, the bankruptcy administration did not continue the company’s business. The company’s fixed assets and inventories consisted of, among other things, various tools, equipment and several vehicles. The bankruptcy estate identified different options for efficient ways to liquidate assets, and selling was carried out in cooperation with an external liquidator. The liquidation result from finishing projects and selling the company’s movable property was significant and higher than the book value. Unsecured creditors accrued approximately 41% disbursements in the bankruptcy.

11.1.2023

Otso Gold – Restructuring Proceedings

Otso Gold Oy, an ore exploration and mining company, filed an application for initiating restructuring proceedings to the Oulu District Court on 3 December 2021. At that time, the company owned the Laivakangas gold mine, which is located in Raahe, Finland, on one of the biggest gold deposits in the Nordic countries. The company’s restructuring proceedings commenced on 17 February 2022, and the District Court ordered Attorney Pekka Jaatinen to serve as the administrator. At the time of commencement of the proceedings, the company was part of the Otso Gold group, whose Canadian parent company Otso Gold Corp is listed on the Toronto stock exchange. Due to the cross-border nature of the group, simultaneous restructuring applications were filed in Finland, Sweden and Canada. Otso Gold needed to carry out a financing and ownership arrangement in order to safeguard the continuation of its business and the fulfilment of its restructuring programme. Through the restructuring proceedings, Otso Gold was able to carry out a corporate transaction whereby the restructuring and the related proceedings were based on the sale of the company’s entire share capital to Pilar Gold Inc., a Canadian gold mining company. Simultaneously, Otso Gold was provided with financing for the implementation of the restructuring programme. Creditors representing over 93% of all debts of Otso Gold supported the restructuring programme based on the transaction concerning the entire company. The District Court of Oulu affirmed the one-day restructuring programme in October 2022 and appointed Attorney Pekka Jaatinen as supervisor of the programme. The restructuring programme and its payment programme were carried out in their entirety approximately one week later, and the restructuring programme ended successfully on 17 November 2022.

29.12.2022

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

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

Tesi and C&S – Together Towards More Sustainable Investing

Tesi expects sustainability from its investment targets. Castrén & Snellman helps Tesi achieve its sustainability goals. It is increasingly important for law firms to be able to support their clients’ sustainability work. One good example is the long-term collaboration between Tesi, or Finnish Industry Investment Ltd, and Castrén & Snellman, in which sustainability has grown in significance year by year. ‘We expect our partners to help us achieve our sustainability goals. To do that, they need expertise in and insight into sustainability issues and the developing regulatory environment’, said Heli Kerminen , a director at Tesi. Kerminen is responsible for developing the sustainability and impact of Tesi’s investment activities. Among other projects, C&S advised Tesi when it participated in Swappie’s 35-million-euro investment round last year. Swappie refurbishes and sells recycled phones. Its goal is to operate in 18 countries by 2023. Investments Totalling 250 Million Euros in 2020 Tesi is a Finnish is a state-owned investment company investing in venture capital and private equity funds and directly in growth companies. In 2020, Tesi invested a total of 250 million euros. Investments into nine private equity funds made up 82 million of that sum, and 39 million euros were invested into 20 growth companies. In addition, Tesi gave a 65-million-euro investment commitment to the KRR IV fund-of-funds, which it manages, and invested a total of 63 million euros into 24 companies through its COVID-19 stabilisation programme and Venture Bridge programme. Tesi was founded in 1995. Kerminen divides the company’s history into three stages: the first stage focused on building the Finnish venture capital and private equity market, the second on internationalisation and the third began in 2019 with a new strategy that shifted the focus onto social impact. ‘Sustainability is one of our key operating principles and an integral part of our investment and decision-making processes. We encourage companies to grow sustainably by sharing information and expertise with them’, Kerminen said. ‘We believe that Finnish companies have a key role to play in finding sustainable solutions to global challenges.’ A Circular Economy Programme to Promote Sustainable Growth Sustainability can be seen in many parts of Tesi’s operations. Based on the work Tesi has done with the Finnish Innovation Fund Sitra, Tesi created a circular economy programme, which is an investment programme focused on responsible and sustainable growth. The goal of the programme is to promote the circular economy, support the growth and internationalisation of target companies and promote impact investing. Tesi has dedicated 75 million euros to the programme. Tesi’s core mission is to support the growth and internationalisation of companies. Tesi’s mission is also to highlight and promote sustainable investing. ‘We look at the impacts that our investments have on the environment and on society. Profit is not enough for Tesi, we expect investment targets to operate sustainably and to have a positive impact on society’, Kerminen said. Tesi also encourages its portfolio companies to develop sustainable products, services and business models. ‘A great example of a sustainable business model that is going global is Swappie. Swappie sells refurbished smartphones. This reduces harmful environmental impacts by extending the lifecycle of smartphones and also provides social benefits by putting affordable phones on the market’, Kerminen said. Tesi’s and C&S’s shared journey promoting sustainable investing 2020 Establishment of Stabilisation Program for Mid-sized Companies Investment in Varjo Technologies Investment in Swappie 2019 Investment in Endev Investment in Oura Health 2018 Sale of IonPhasE to Croda International Investment in Nosto Solutions Investment in Zervant 2017 Investment in BC Platforms AG Group Co-investment in Midaxo 2016 Co-investment in OptoFidelity Co-investment in Verto Analytics 2015 Co-investment in in Rauma Marine Constructions 2014 Acquisition of Meyer Turku (formerly STX Finland)

10.2.2021

Gasum and C&S – A Shared Course to a Cleaner Future

Over the past seven years, Gasum has transformed itself from a traditional Finnish gas distributor to a modern energy company and significant circular economy operator in the Nordic countries. Castrén & Snellman has stood by Gasum’s side throughout this journey. When General Counsel Tiia Ryhänen joined Gasum in 2013, the company was still a traditional gas distributor. ‘We closed our first liquefied natural gas (LNG) acquisition in 2014. In the seven years since, Gasum has transformed itself into a modern, international energy company and circular economy operator’, Ryhänen said. This major shift has taken place through a series of corporate transactions. Ryhänen has been involved in every one of them over the past seven years. ‘It has been exciting to be a part of creating something new and expanding the company. I have particularly enjoyed welcoming many new people onto the Gasum team.’ ‘Like an Extension of Our In-House Team’ Castrén & Snellman Attorneys has been Gasum’s partner from the very start. ‘C&S has stood by our side throughout this journey. We have a strong partnership. C&S really understands how we handle acquisitions. We always want to act in a way that respects the people on the other side of the table’, Ryhänen said. Ryhänen’s team includes three other in-house lawyers. Since last August, the team has also had one of Castrén & Snellman’s lawyers ‘on loan’, i.e. on secondment. ‘C&S is like an extension of our in-house team. We work with at least one of their lawyers nearly every week. We regularly talk about the best ways to move forward in assignments. We can trust them to always deliver on their promises.’ Towards a Carbon-Neutral Society Gasum is a Nordic gas sector and energy market expert. The company’s strategy is to expand the natural gas market. Our work has a shared purpose: cleaner energy. ‘The demand for natural gas and biogas is growing fast, because fighting climate change requires switching to cleaner solutions. We are building a bridge towards a carbon-neutral society together with our customers and partners.’ In practice, this goal means that Gasum will have to expand its network of gas filling stations, increase its production and sourcing of biogas and help its customers reduce their emissions. ‘We have also expanded our operations on the electricity market. Last September, we entered into a long-term wind power deal with ABO Wind Oy for the output of their wind park. In 2023, we will begin selling our customers renewable wind power produced in Kestilä.’ Gasum’s Journey to a Modern Circular Economy Operator with C&S 2020 Gasum acquires the entire share capital in Swedish biogas producer Skövde Biogas AB from Torran Gas Holding AB. 2019 Gasum acquires AGA’s Clean Energy business and Nauticor’s Marine Bunkering business from Linde AG. Gasum sells its subsidiary Gasum Tekniikka Oy to industrial maintenance partner Viafin Service Oyj. 2018 Gasum increases its shareholding in Skangas to 100%. Gasum acquires Enegia Group Oy’s energy market services business. 2017 Gasum increases its shareholding in Skangas to 70%. Gasum sells its heat business and natural gas retail business to Auris Kaasunjakelu Oy in the Auris gas distribution network area. Gasum acquires 100% of the shares in the Swedish biogas producer Swedish Biogas International. The acquisition makes Gasum the leading producer of biogas in the Nordic countries. 2016 Gasum acquires the Biotehdas biogas plant chain owned by Taaleritehdas Biofactory I Ky Private Equity Fund. Gasum and its subsidiary Skangas acquire the Risavika LNG production plant in Norway from Lyse Group. Gasum acquires the full shareholding of Biovakka Oy. 2015 Gasum sells the shares in its subsidiaries Gasum Paikallisjakelu Oy and Helsingin Kaupunkikaasu Oy to SL Capital Partners. 2014 Gasum acquires a majority in Skangass’s liquefied natural gas (LNG) distribution operations from Lyse Corporation. The acquisition makes Gasum the leading Nordic LNG operator.

15.1.2021

Ilmarinen, OP and LocalTapiola – Acquisition of stakes in REDI and Tampere Central Deck and Arena project

We advised Ilmarinen Mutual Pension Insurance Company and entities belonging to OP Financial Group and LocalTapiola Group in their acquisition of SRV Group Plc’s entire stake in REDI shopping centre and 3/4 of SRV’s stake in the Tampere Central Deck and Arena project.

28.2.2020

Sacotec – Acquisition of Johnson Metall

We advised the Sacotec group of companies in a transaction in which Sacotec Invest Oy acquired the entire share capital and real estate property of Johnson Metall Ab. The sellers were the Norwegian private equity company Norvestor AS together with the funds managed by it. Johnson Metall is Finland’s leading manufacturer of bronze-alloy ready-to-install components. It was established in 1944 and operated as a subsidiary of Johnson Metall AB, a Swedish company, from 1975 to 2019. The company’s client base consists of power plants, paper mills, forestry companies and mining companies as well as companies engaged in the processing of metals and in general mechanical engineering. Johnson Metall has an integrated foundry and workshop with a wide range of machinery, which gives it a distinct advantage through a robust production process. Johnson Metall’s production capacity will complement that of Sacotec Components, which is a Finnish family-owned company and part of the Sacotec group of companies. It runs the world’s northernmost precision foundry. Sacotec produces more than three million ready-to-install, precision-cast components every year. One half of its output is exported directly. The company has over sixty years of experience in precision-cast steel parts for Finnish companies and export customers.

4.12.2019

Transfer Tax Advice – Assistance in a transfer tax matter concerning the repayment of guarantee capital

We assisted our client in a transfer tax matter concerning the repayment of guarantee capital. The Finnish Tax Administration issued a preliminary ruling according to which the transferee was obligated to pay transfer tax on the repayment of guarantee capital when the guarantee capital was repaid due to liquidation. The Finnish Tax Administration ruled that the repayment of guarantee capital due to liquidation was, in fact, a payment made for the transfer of guarantee shares, which meant that transfer tax was payable on the repayment of the guarantee capital. In a decision issued on 12 September 2018, the Helsinki Administrative Court overturned the Finnish Tax Administration’s ruling. It was undisputed in the case that the mutual insurance company’s guarantee share was a security, the transfer of which is subject to transfer tax under section 15 of the Transfer Tax Act. The issue being decided was whether the title to the guarantee shares is transferred to the mutual insurance company when the guarantee capital is repaid when the insurance company is liquidated, and thus, whether the repayment of the guarantee capital gives rise to liability for transfer tax. The Administrative Court stated that the matter concerned a repayment of guarantee capital in relation to the liquidation of a company as referred to in chapter 23, section 22(2) of the Insurance Companies Act. The question was not of a performance to be deemed an acquisition or redemption of guarantee shares, rather it was a statutory distribution of funds of a liquidating company to the owner of the guarantee share. As no transfer of title took place, the repayment of guarantee capital in connection with the liquidation of the company was not a transfer that the company was liable to pay transfer tax on in accordance with the Transfer Tax Act. The Supreme Administrative Court did not grant leave to appeal to the Tax Recipients’ Legal Services Unit, so the Administrative Court’s decision is final. Helsinki Administrative Court 12 September 2018, record No 18/0784/6, docket No 01016/18/8510.

26.9.2018

Tiimari – Bankruptcy of Tiimari (Svago Oyj Abp and Svago Retail Oy)

The bankruptcy proceedings of the Tiimari retail chain began in 2013, and C&S Partner Pekka Jaatinen was appointed the estate administrator. The Helsinki stock exchange listed parent company Tiimari Oyj Abp and the operative company Tiimari Retail Oy were both declared bankrupt at the same time. The Tiimari group had 178 stores in Finland and approximately 650 employees. The company also operated in Estonia, Latvia and Lithuania and had been planning to expand to Sweden and Russia. As soon as bankruptcy was declared, we began bankruptcy sales in cooperation with the company’s management. At the same time, the Baltic subsidiaries were wound down in a controlled manner and the parent company was delisted. Eventually, the Tiimari brand was sold and the group’s name was changed to Svago. The income from the bankruptcy sales clearly exceeded the creditors’ expectations and the management’s budget. This success was thanks to the good timing of the bankruptcy sales in the Christmas season and the smooth cooperation between the management, employees and bankruptcy estates. The unsecured creditors received 27% disbursements in the bankruptcy. The bankruptcy proceedings were closed relatively quickly given the scope of the estate when the creditors approved the final accounts on 14 November 2017.

22.1.2018

Maillefer International – Sale of Maillefer International

We advised the sellers in the sale of Maillefer International Oy to Davis-Standard, LLC. Maillefer is the global leader in wire, cable, pipe and tube production technologies. Maillefer has more than 240 employees worldwide and a network of independent sales agents in nearly every country. The company has manufacturing and service facilities in Finland, Switzerland, China, Russia, India and Egypt. Davis-Standard, LLC is a global leader in the design, development and distribution of extrusion and converting technology. Davis-Standard has more than 900 employees worldwide and a network of independent sales agents and suppliers in nearly every country. The company has manufacturing and technical facilities in the United States, China, Germany and the United Kingdom.

15.9.2017

Jolla – Legal Advisor

We have acted as Jolla Oy’s legal advisor since its founding and have closely supported its development and expansion in the international mobile phone and operating system markets. We have assisted Jolla, among other things, in every financing round and have carried out a voluntary debt restructuring process, which stabilised Jolla’s financing situation, allowing it to once again focus on its day-to-day business.

30.5.2016

Finnish Industry Investment and Finda – Investments in Rauma Marine Constructions

We advised Finnish Industry Investment and Finda in their significant investments, made together with a fund managed by Taaleritehdas, in Rauma Marine Constructions (RMC), a pioneer in arctic shipbuilding. The total value of the investments is EUR 19 million. RMC’s strengthened position is yet another indication of the recovery of the Finnish shipbuilding industry and allows RMC to carry out major shipbuilding projects. RMC is a Finnish-owned shipyard with leading-edge expertise and technology in this field. Strategically, RMC specialises in the construction and maintenance of multi-purpose icebreakers, car ferries and naval vessels.

17.12.2015

Nordea Life Assurance Finland Ltd – Transfer of a Finnish Group Pension Portfolio

We advised Nordea Life Assurance Finland Ltd in an assignment of a Finnish group pension portfolio to another life insurance company through a portfolio transfer in accordance with the Finnish Insurance Companies Act.

13.3.2015

Meyer Werft and Finnish Industry Investment – Acquisition of Meyer Turku Oy

We acted as the buyer’s legal advisor in a transaction that involved the acquisition of 100% of the shares in Meyer Turku Oy, formerly STX Finland Oy, from STX Europe AS which is part of the group of international shipbuilding companies owned by the South Korean STX Corporation. In addition to Castrén & Snellman, numerous other professional advisors representing different fields and jurisdictions were involved in the various parts and stages of this highly complex transaction project. Meyer Turku Oy is an international shipbuilding company specialised in technologically demanding shipbuilding projects, including the M/S Oasis of the Seas and the M/S Allure of the Seas, Finland’s largest export products and the world’s largest and most innovative cruise ships. These ships were developed and designed at and delivered from the company’s Turku shipyard in 2009 and 2010, respectively. The share purchase agreement regarding the transaction was signed on 24 July 2014, and the transaction was completed on 19 September 2014 after merger clearance from the competition authorities. The successful completion of the transaction is an excellent example of the benefits that our clients gain from the combination of our long-term experience in demanding cross-border transactions and our expertise in a wide range of specialised facets of business law.

3.10.2014

OP-Pohjola – Tender Offer for All Shares in Pohjola Bank Plc

Castrén & Snellman is representing OP-Pohjola Group Central Cooperative in a public tender offer concerning Pohjola Bank Plc. OP-Pohjola Group Central Cooperative is the central institution of the OP-Pohjola Group, Finland’s largest financial services provider. The offer was announced on 6 February 2014, and its total value is approximately EUR 3.4 billion. The tender offer for Pohjola’s shares began on 24 February 2014 and will close on or about 1 April 2014. At the date the offer was announced, OP-Pohjola already held about 61.3 per cent of all voting rights related to Pohjola’s shares, giving it control over the target company. If OP-Pohjola obtains more than 90 per cent of the shares and votes in Pohjola, it will redeem any minority holdings and apply for permission to delist Pohjola’s shares from the Helsinki Stock Exchange. OP-Pohjola has already received undertakings regarding the acceptance of the offer from Ilmarinen Mutual Insurance Company, which is one of Pohjola’s major shareholders, as well as from cooperative banks belonging into the OP-Pohjola Group.

4.3.2014

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