Sakari Sedbom

Counsel, Member of the Finnish Bar

I specialise in capital markets and financial regulation. I have also vast experience in different types of M&A and financing transactions. My particular fields of capital markets expertise include IPOs and right issues, public takeover bids, as well as regulatory questions related to insider and market abuse regulation. I have also advised in various different types of bond issuances as well as in regulated transactions in the financial and fintech sector.

Due to my versatile experience of various different type of transactions, I have expertise in wide range of legal assignments and regulatory questions. The IFLR1000 has ranked me as a Rising Star.

Latest references

We act as the lead legal counsel in the groundbreaking case of Multitude SE’s (Multitude) proposed relocation from Finland to Switzerland. The first phase of the relocation, involving the transfer of Multitude’s registered office from Finland to Malta pursuant to SE Regulation, was successfully completed on 30 June 2024. In this connection, Multitude’s shares were removed from the Finnish book-entry system and the issuer central securities depository of the shares changed from Euroclear Finland Oy to the CSD operated by the Malta Stock Exchange. In practice, all of Multitude’s shares are now held through Clearstream. In Malta, the company is anticipated to be converted into a public limited liability company under Maltese law, following which it will seek redomiciliation from Malta to Switzerland. Given that Finnish legislation does not allow for direct relocation to a non-European Economic Area country such as Switzerland while preserving the company’s legal personality, the process necessitated a multi-jurisdictional strategy as outlined above. Our mandate encompasses advising Multitude on all aspects governed by Finnish law concerning the proposed relocation and coordinating the work of local legal counsel and various other advisors involved in the project. The process also involved a written procedure to amend Multitude’s existing subordinated capital notes and senior bonds to facilitate the relocation as well as placement of EUR 80 million senior guaranteed notes by a newly established Multitude Capital Oyj. ”The transfer to Malta marks a significant step in Multitude’s journey. This pioneering and complex process has been successfully implemented with the invaluable support of our own team and advisors. Castrén & Snellman has masterfully orchestrated the entire project, ensuring seamless coordination across multiple jurisdictions. We look forward to achieving our next step with the further relocation to Switzerland”, says Jorma Jokela, Multitude’s CEO. Multitude is a fully regulated growth platform for financial technology, employing over 700 individuals across 25 countries. Its shares are listed on the regulated market (Prime Standard) of the Frankfurt Stock Exchange.
Case published 1.7.2024
We are acting as the legal advisor to Purmo Group Plc in Project Grand Bidco (UK) Limited’s voluntary public cash tender offer for all the issued and outstanding shares in Purmo Group. The tender offer values Purmo Group’s total equity at approximately EUR 392 million. Project Grand Bidco (UK) Limited is a special purpose vehicle incorporated and existing under the laws of England and Wales that will be indirectly owned by a consortium formed for purposes of the tender offer of certain affiliated funds of Apollo Global Management, Inc. and its subsidiaries, and Rettig Oy Ab. The consortium intends to support the development of Purmo Group with industrial expertise, and the planned tender offer is expected to accelerate the implementation of Purmo Group’s growth strategy. Purmo Group’s class C shares are listed on the official list of Nasdaq Helsinki. Purmo Group is at the centre of the global sustainability journey by offering full solutions and sustainable ways of heating and cooling homes to mitigate global warming. Purmo Group provides complete heating and cooling solutions to residential and non-residential buildings, including underfloor heating and cooling systems, a broad range of radiators, heat pumps, flow control and hydronic distribution systems, as well as smart products. The completion of the tender offer is subject to the satisfaction or waiver by the offeror of certain customary conditions on or prior to the offeror’s announcement of the final results of the tender offer. The tender offer is currently expected to be completed at the end of the second quarter or at the beginning of the third quarter of 2024.
Case published 26.4.2024
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.
Case published 7.3.2024
We advised Jefferies as the sole arranger and lead manager in a transaction in which Finnfund, a Finnish development financier and impact investor, issued a EUR 100 million green bond. The 10-year bond bears interest at the rate of 3.5% per annum. The bond offering was placed to international investors, including a portion of dedicated green bond investors/portfolios. The bond represents Finnfund’s first ever green transaction and second issuance under its Sustainability Bond Framework established in September 2022. The proceeds from the issue will be used in accordance with the green project categories of Finnfund’s Sustainability Bond Framework to finance and/or refinance eligible green lending, equity investments, and mezzanine financing mainly targeting, for example, the objective of climate change mitigation and adaptation and/or environmentally sustainable management of living natural resources. Net proceeds will be allocated to eligible projects with the objective to mobilise debt capital to support Finnfund’s mission to generate lasting impact by investing in businesses that solve global development challenges. In addition, it contributes to Finnfund’s goal to foster sustainable development by providing investment opportunities for private investors. In its strategy, adopted in January 2022, Finnfund sets one of its targets to fund 50% of its investments with private capital by 2030. Mobilising private capital is key to achieving the UN Sustainable Development Goals (SDGs) in developing countries, given that the UN estimates the financing gap at USD 2.5 trillion per year. Jaakko Kangasniemi, Managing Director, CEO at Finnfund said: “Sustainable, innovative businesses and investors play an integral role in solving both global and local challenges, such as climate change mitigation and adaptation, and biodiversity loss. Capital markets are also vital in the transition away from fossil fuels. We are glad to have such a strong support for our impact investing activity and our mission to foster sustainable development and green transition.” Andrey Medvedev, Senior Vice President at Jefferies said: “We are delighted to have assisted Finnfund issuing its longest private placement to date and showcasing its innovative green projects. This deal demonstrates Finnfund’s appeal to a diversified international investor base and cements its position as a leading development financing agency.”
Case published 26.1.2024
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.
Case published 19.6.2023
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.
Case published 10.3.2023
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
We are acting as the legal advisor to Caverion Corporation in North Holdings 3 Oy’s voluntary public cash tender offer for all issued and outstanding shares in Caverion. The tender offer values Caverion’s issued and outstanding shares in the aggregate at approximately EUR 955 million. North (BC) Lux Holdco SARL (a vehicle owned and controlled by funds managed or advised by Bain Capital Private Equity (Europe), LLP, and/or its affiliates), Security Trading Oy, Fennogens Investments S.A. and Corbis S.A. have formed a consortium for the purposes of the public tender offer, which indirectly will own North Holdings 3 following the completion of the tender offer. The contemplated tender offer is expected to enable Caverion to undertake an extensive transformation to sustainably improve its long-term performance. The completion of the tender offer is subject to the satisfaction or waiver by the offeror of certain customary conditions on or prior to the offeror’s announcement of the final results of the tender offer. Caverion’s shares are listed on the official list of Nasdaq Helsinki. Caverion is a Northern & Central European-based expert for smart and sustainable built environments, enabling performance and people’s well-being. Caverion offers expert guidance during the entire life cycle of buildings, infrastructure or industrial sites and processes: from design & build to projects, technical and industrial maintenance, facility management as well as advisory services. Caverion’s more than 14,000 professionals serve customers in 10 countries.
Case published 3.11.2022