Sakari Sedbom

Boreo – EUR 10 million convertible hybrid bond

We advised on the issuance of a EUR 10 million equity-classified convertible hybrid bond by Boreo Plc to the Norwegian insurance company Protector Forsikring ASA. The annual coupon interest on the bond is a fixed 4 percent until the reset date on 24 June 2030, after which the interest rate increases to 14 percent. The bondholders have the right to convert the principal amount into Boreo shares at a price of EUR 19 per share during a four-year period following the issuance. The bond is not intended to be admitted to trading on a stock exchange or any other trading venue. It has no specified maturity date, and Boreo has the right to redeem it for the first time after four years from the issuance date. ‘We are very pleased to have completed the transaction, and with the confidence Protector has shown in the company. The arrangement supports the execution of our acquisition-driven growth strategy, strengthens the company’s financial position, and lowers financing costs,’ says Kari Nerg, CEO of Boreo. OP Corporate Bank plc acts as the lead manager for the issuance of the convertible hybrid bond. Castrén & Snellman Attorneys Ltd serves as legal advisor to the transaction, and Legal Folks Ltd acts as Boreo’s legal advisor.

24.6.2025

Pihlajalinna – Sale of special housing services

We advised Pihlajalinna Plc on an arrangement whereby Pihlajalinna Terveys Oy and Ikipihlaja Setälänpiha Oy sold their special housing services business to Esperi Care Oy. The transaction involved three Pihlajalinna Uniikki units in Hämeenlinna, Lohja and Riihimäki as well as Ikipihlaja Oiva in Raisio. As a result of the arrangement, more than 100 employees transferred to Esperi. Pihlajalinna is one of Finland’s leading private providers of social and healthcare services, offering a wide range of services to both private and public sector clients. Pihlajalinna has more than 160 locations across Finland.

2.6.2025

Metsä Board – EUR 200 million green notes

We advised Metsä Board Corporation on the issuance of senior unsecured green notes of EUR 200 million. The maturity of the notes is six years, and they mature on 28 May 2031. The notes carry fixed annual interest of 3.875 per cent., and the issue price of the notes is 99.570 per cent. The notes were allocated to both Finnish and foreign investors. ‘We are delighted with the trust and interest shown by investors in Metsä Board’s first green bond. This arrangement extends the maturity of our financing and supports our strategy to grow in fibre-based packaging materials and renew our industrial operations. It also contributes to the achievement of our ambitious sustainability targets for 2030’, comments Henri Sederholm, CFO of Metsä Board. Danske Bank A/S and Skandinaviska Enskilda Banken AB (publ) acted as joint lead managers for the issue of the Notes.

27.5.2025

Piippo – Sale of bale netwrap and baler twine machines and certain trademarks

We are acting as legal advisor to Piippo Plc in the sale of their bale netwrap and baler twine machines, related assets, and trademarks used in Piippo’s business to Portuguese Cotesi S.A. The sale of assets will be carried out in two phases and the final completion of the transaction is expected to occur during the first quarter of 2026. Piippo Oyj’s core business is baling nets and twine and it is one of the leading suppliers in the industry globally. The company’s global distribution network covers more than 40 countries. The company’s shares are listed on the First North Growth Market Finland operated by Nasdaq Helsinki Oy. Founded in 1967, Cotesi is one of the world’s leading producers of synthetic and natural twines, nets and ropes, with operations in Europe, North America and South America and its main production plant in Vila Nova de Gaia, Portugal.

17.4.2025

Nokian Brewery – Listing on First North

We advised Nokian Brewery Plc in its listing on Nasdaq First North Growth Market Finland. Investor demand in the IPO, which consisted of a public and institutional offering, was very strong and the IPO was oversubscribed. Nokian Brewery raised gross proceeds of approximately EUR 10 million from the IPO. In the IPO subscriptions were received from more than 2,900 investors and as a result of IPO the number of shareholders in the company increased to more than 4,700 shareholders. The IPO gives us a strong platform for the next years of growth. We are grateful to investors for their confidence and excited about what we can achieve together. This is the beginning of a new chapter in the Nokian Brewery story. – Janne Paavola, CEO Trading in Nokian Brewery’s shares began on First North on 3 April 2025 with trading symbol BEER. Nokian Brewery is Finland’s second largest microbrewery and fifth largest brewery in terms of turnover in 2023. Nokian Brewery is particularly known for its Keisari beers. Nokian Panimo manufactures all its products at its production facility in Nokia, and in 2024 its sales volume totalled more than 8.3 million litres and turnover was EUR 11.9 million. Domesticity, responsibility and sustainable practices are at the heart of Nokian Brewery.

3.4.2025

Fingrid – Update of EMTN Programme

We advised Fingrid Oyj on the Finnish law aspects of the update of an EMTN programme and increase to EUR 3 billion. Notes issued under the programme may be admitted to trading on Euronext Dublin. Fingrid Oyj is Finland’s transmission system operator.

2.4.2025

Multitude – Relocation from Finland to Switzerland

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.

1.7.2024

Purmo Group – Project Grand Bidco’s public tender offer on Purmo Group

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.

26.4.2024

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

Finnfund – A EUR 100 million green bond

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.”

26.1.2024

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

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

Caverion – Public tender offers of Crayfish BidCo and North Holdings 3

We acted as the legal advisor to Caverion Corporation in the voluntary public tender offer for all issued and outstanding shares in Caverion made by Crayfish BidCo Oy, which is controlled by private equity investor Triton Partners. We also advised Caverion in the preceding public tender offer for all shares in Caverion made by North Holdings 3 , a consortium of purchasers comprising private equity investor Bain Capital and the main shareholders. The two bidders competed aggressively each other in the beginning of 2023 and eventually valued the issued and outstanding shares in Caverion at well over one billion euros. In May 2023, North Holdings 3 Oy announced that it would not complete its tender offer. Crayfish BidCo Oy obtained all necessary authority permits in October 2023 and completed the tender offer at the end of 2023. Due to the competitive bidding between the purchasers, we focused in particular on providing strategic legal advice for the board and the management of Caverion and advice on competition law issues. In the competing tender offers on Caverion’s shares two new elements were introduced into the Finnish market practice: an offer consideration including an interest component that takes into account the time value of money and an offer consideration that allows the receiver to choose between a debt instrument or cash.

10.1.2023

Caverion – North Holdings 3’s Public Tender Offer on Caverion

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.

3.11.2022

VR – An Unsecured EUR 300 Million Green Bond

We advised VR-Group Plc as it issued an unsecured EUR 300 million green bond. The 7-year bond represents VR Group’s first issuance under its newly established Green Finance Framework. ‘The green bond is issued to support VR Group’s plan to invest around one billion euros in railway stock in Finland during 2022–2026. We will invest for example in new electric locomotives, electric trains and in the maintenance and life-cycle management of the existing fleet’, says CFO Erkka Repo. The proceeds from the issue will be used in accordance with VR Group’s Green Finance Framework to investments into the clean transportation, renewable energy projects and energy efficiency for buildings owned or operated by VR. The object is to mitigate climate change globally by reducing greenhouse gas emissions, generating of renewable energy as well as energy savings.

31.5.2022

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

Boreo – Issue of EUR 20 Million Hybrid Bond

We advised Boreo Plc and OP Corporate Bank plc acting as lead manager in the issue of a EUR 20 million hybrid bond for Boreo. The company intends to use the proceeds of the issue to implement the company’s acquisition-driven strategy, to strengthen the company’s financial position and to cover the company’s general working capital needs. Boreo, a company listed on the Helsinki Stock Exchange, creates value by owning, acquiring and developing B2B businesses in Northern Europe. Boreo’s operations are organised into three Business Areas: Electronics, Technical Trade and Heavy Machines.

9.2.2022

Digital Workforce Services – Listing on First North

We advised Digital Workforce Services Plc 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. Based on the offering, the Company’s market capitalisation corresponded approximately to a total of EUR 72.5 million. Digital Workforce raised gross proceeds of approximately EUR 22.5 million from the IPO. The number of shareholders will increase to more than 5,600 after the IPO. ‘The listing enables investments in growth and helps us in executing our strategy. We will now continue our growth story together with all our new shareholders’, says CEO Mika Vainio-Mattila. Trading in Digital Workforce’s shares began on First North on 3 December 2021. Digital Workforce is a Finnish Intelligent Automation (IA) and Robotic Process Automation (RPA) services provider. Digital Workforce helps its customers to automate knowledge work tasks and business processes with IA through its digital workers. Digital Workers are software robots that are in essence automated team members that execute business processes with no significant changes to the customer’s existing systems.

3.12.2021

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

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