Samuli Tarkiainen

Fortum – Sale of recycling and waste business

We are acting as the lead counsel to Fortum in a cross-border transaction in which Fortum is selling its recycling and waste business. The business is sold to thematic impact investing firm Summa Equity through its portfolio company NG Group. The debt-free purchase price is approximately EUR 800 million. The transaction is subject to authority approval and customary closing conditions. Fortum’s recycling and waste business to be sold comprises municipal and industrial waste management and end-to-end plastics, metals, ash, slag and hazardous waste treatment and recycling services. These businesses are located in Finland, Sweden, Denmark and Norway and currently employ approximately 900 employees.

18.7.2024

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

Oomi – Assistance with electricity market matters

We are advising Oomi Oy in questions relating to electricity market legislation, consumer protection and marketing law. Oomi is one of the largest electricity sales companies in Finland. The company sells electricity contracts, solar power systems and electric car charging solutions to consumers and businesses.

19.6.2023

Valio and C&S – Sustainable everyday life is created through bold reforms

Valio is a food company with the courage to change with the times. Valio’s road to growth and towards the innovative transformation of the food industry is supported by its long-standing business law partner, Castrén & Snellman. Juha Hölttä became Valio’s General Counsel at a time when the company kicked its new strategy into a higher gear. ‘In the past two years we have made several significant market initiatives and expanded our business from food production to other areas of the value chain. By acquiring Heinon Tukku, we now provide a new kind of added value to restaurants and professional kitchens through our Valio Aimo ® wholesale business. And our joint venture with St1, Suomen Lantakaasu Oy, will enable us to reach our goal of turning manure into biogas for heavy transportation,’ Hölttä describes some of the milestones of the new strategy. In addition to expanding into new business areas, Valio continues to build a more sustainable dairy business alongside seeking international growth from plant-based products. Valio has invested in the international growth of its Oddlygood ® brand through incorporation and gained additional product development expertise through the acquisition of Gold&Green. Carbon footprint of milk reduced by new business operations Dairy products are at the core of Valio’s business, and the company develops this strong foundation not only through product innovation but also at the beginning of the food chain. ‘Who could have foreseen that dairy farm manure could become one way of tackling climate challenges? Our planned biogas plants will use manure and agricultural by-products to produce renewable liquefied biogas for use as transportation fuel,’ says Hölttä. ‘Valio is aiming for a carbon-neutral milk chain by 2035. We are making major reforms in our operations in order to make this happen.’ The sustainability programme for Valio’s 3,700 dairy farms has been expanded, and it now includes the preventive and systematic healthcare of cows as well as actions related to grazing, the climate and biodiversity. ‘Appreciation for locally produced food is on the rise, which means that sustainability questions are local as well. This is a good trend, as it makes it easier for us to make a difference.’ ‘Strategic help even in difficult circumstances’ The service-mindedness of lawyers is key in implementing a growth strategy. Castrén & Snellman Attorneys is a long-standing partner of Valio, and the relationship between the two is tight. ‘At Valio, we are always exploring new business opportunities, and us lawyers are tasked with assessing these opportunities. My philosophy as the General Counsel is that my door is always open. Together we can evaluate how to solve and implement new initiatives. In this job, you must be curious, broad-minded and business-oriented,’ summarises Hölttä. Hölttä’s legal team of five people is supported by experts from Castrén & Snellman. The key to successful partnership is that both parties are familiar with each other’s business operations and ways of working. ‘Castrén & Snellman knows us well, and they maintain an up-to-date overview of our situation, which I highly appreciate. It means that we are able to tackle tricky situations together quickly even in difficult circumstances.’ A joint fast reaction was needed, for example, when Valio exited the Russian market after the country launched its war of aggression on Ukraine. ‘The responsible thing was to leave quickly but in a controlled manner and by repatriating our investment as opposed to leaving an operational food production facility in the hands of a country that was waging war.’ A shared vision of sustainability Valio – Together we make life better A Finnish food company Approx. 4,600 employees Owned by 13 Finnish dairy cooperatives Finland’s most sustainable brand in the Sustainable Brand Index study Read more about sustainability at Valio Castrén & Snellman – Building sustainable success stories Forerunner of demanding legal services 300 employees Owned by its partners ‘We help our clients build sustainable success stories and achieve their sustainability goals.’ Read more about sustainability at Castrén & Snellman Shared success stories of Valio and C&S Global Brand Portfolio Management and IP Enforcement Purchase of Gold&Green’s Brand, IPR and R&D Function Joint Venture for Biogas Production with St1 Sale of Russian Operations Acquisition of Heinon Tukku Significant Growth Funding Round Competition Damages Case Defending Against Environmental Permit Challenge at the Appellate Level

4.5.2023

Oomi – Construction of solar parks

We are assisting Oomi in a collaboration project, in which Oomi will construct several solar parks for Oulun Seudun Sähkö. The project will add 100 megawatts to Finland’s solar power capacity. At the end of 2021, a total of approximately 395 megawatts of solar capacity were connected to the grid. The planning is already well underway. The first land acquisitions and building permits are ready and waiting for investment decisions. The investment amounts to over EUR 50 million in total. Oomi Oy provides electricity contracts, solar power systems and electric vehicle charging solutions for both consumers and business customers in Finland. The company has over 400,000 customers and approximately 50 employees.

8.12.2022

Nevel – Acquisition of Veitsiluoto’s Energy Infrastructure, and Utility Supply for Infinited Fiber Company

We are advising Nevel Oy in the implementation of energy infrastructure services in Veitsiluoto in Kemi, northern Finland. Nevel will purchase the area’s district heating business from Stora Enso. The acquisition will ensure the continuity of the service for the local households and real estate. Nevel has signed a contract to supply the energy to the Stora Enso Veitsiluoto sawmill and plans to invest in a new 11 MW biofuel boiler plant and flue gas condenser at the Veitsiluoto sawmill, which will reduce emissions from heat production. Nevel has also agreed to supply renewable textile and fashion technology company Infinited Fiber Company with energy and water utilities for their new processing plant at the Veitsiluoto site. Infinited Fiber Company is planning to convert a paper factory previously operated by Stora Enso on the site into a textile fiber production plant. This will be the company’s first commercial-scale plant. The fiber production processes require steam energy and water purification. Among other services, Nevel is set to supply Infinited Fiber Company with energy and water utilities. Energy provided will be renewable, reducing emissions from heat production. Nevel is a utility infrastructure company offering advanced industrial and municipal infrastructure solutions that are fit-for-purpose and future-proof. Nevel operates more than 130 energy production sites and manages over 40 district heating networks. The company has an annual turnover of EUR 100 M, and employs 150 experts in Finland, Sweden, and Estonia. Infinited Fiber Company is a fashion and textile technology company. Its breakthrough innovation turns cellulose-rich materials – like worn-out clothes – into InfinnaTM, a premium textile fiber.

23.6.2022

Fortum – Assisting the Recycling & Waste Division in Legal Issues in Autumn 2021

We assisted Fortum Corporation’s Recycling & Waste Division in legal issues in the autumn of 2021. We participated extensively in drafting and commenting agreements and advised in other legal issues relating to waste and recycling services and R&D functions. Fortum is a leading clean-energy company that provides its customers with electricity, heating and cooling as well as smart solutions to improve resource efficiency. Fortum also provides services for the power generation industry and solutions for consumers so that they can be smarter in their energy choices. Fortum’s share is listed on Nasdaq Helsinki.

4.4.2022

Fortum – Joint Data Centre Project with Microsoft

We advise Fortum in a collaboration project with Microsoft, whereby Fortum will capture the excess heat generated by a new data centre region to be built by Microsoft in the Helsinki metropolitan area. The data centres will use 100% emission-free electricity, and Fortum will transfer the clean heat from the server cooling process to homes, services, and business premises that are connected to its district heating system. This waste heat recycling concept from the data centre region will be the largest of its kind in the world.

18.3.2022

Valio – Joint Venture for Biogas Production with St1

We advised Valio when it established Suomen Lantakaasu Oy, a joint venture, together with St1. The purpose of the joint venture is to produce renewable biogas as transport fuel using dairy farm manure and agricultural by-products. Suomen Lantakaasu Oy aims to build 8–10 production plants for biogas production and liquefaction by 2030. The company aims to produce a total of 1 TWh of renewable transport fuel, which corresponds to a quarter of the biogas need for Finland’s roadmap to fossil-free transport. St1 will distribute the biogas through its own nationwide network of fuelling stations for heavy-duty vehicles. A prerequisite for the biogas production investment is improving the profitability of the entire biogas value chain and particularly more widespread use of a biogas-powered transport fleet. The joint venture uniquely links the entire value chain, from the network of farmers to biogas production, liquefaction and distribution. Biogas produced from manure creates significant climate benefits and strengthens Finland’s energy and fuel self-sufficiency. Suomen Lantakaasu Oy is a company owned in equal shares by the energy company St1 and the food company Valio. St1’s responsibilities include technical and project planning and the distribution of the final product. Valio is responsible for the procurement of feeds and the planning of raw material logistics. Valio is a Finnish dairy and food group founded in 1905 and owned by Finnish regional dairy co-operatives. Valio has subsidiaries in Sweden, the Baltics, the USA and China. St1 is a Finnish energy company and part of the St1 Nordic Group. The Group investigates and develops financially profitable and environmentally sustainable energy solutions. St1 focuses on marketing liquid fuels, oil refining and renewable energy solutions, such as advanced biofuels and industrial wind power. The Group has in total 1,250 St1 and Shell petrol stations in Finland, Sweden and Norway.

11.3.2022

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

Gasum – Sale of the Risavika LNG Production Plant to North Sea Midstream Partners

We acted as the legal advisor to Gasum in the divestment of the Risavika LNG production plant in Norway to North Sea Midstream Partners (NSMP). Gasum will remain a major off-taker of the liquified natural gas (LNG) and liquified biogas (LBG) produced at Risavika plant under a long-term agreement as part of the transaction. The transaction is in line with Gasum’s growth strategy and the evolving LNG market. Gasum is a leading supplier of biogas and processer of biodegradable waste fractions in the Nordic countries. Gasum promotes the circular economy by processing waste and producing biogas and recycled nutrients in Finland and Sweden, and is the biggest distributor of liquefied natural gas (LNG) in the Nordic countries. Gasum is a fully state-owned company. NSMP is a leading independent midstream business with large-scale gas infrastructure assets serving the North Sea. NSMP provides essential services to over 35 fields owned by energy majors, utilities and independent producers, through a combined gas pipeline length of nearly 600km making NSMP’s infrastructure the largest and most diversified gas transportation and processing system in the UK.

3.11.2021

Keva – Acquisition of 50% Ownership in Stockholm Exergi by Investor Consortium

We advised Keva in a transaction in which a 50% ownership stake in the Swedish district heating and cooling company Stockholm Exergi Holding AB (publ) will be acquired by a group of long-term European institutional investors. The consortium comprises APG, Alecta, PGGM, Keva and AXA. The total consideration is approximately EUR 2.9 billion based on a 100% enterprise value of approximately EUR 7.1 billion. In 2020, Stockholm Exergi’s heating and cooling sales were 7.6 TWh and power sales 0.7 TWh. The consortium’s investment in Stockholm Exergi represents a significant milestone in their commitment to significantly reduce CO2 emissions. Stockholm Exergi has a fantastic track record of growth, leadership in ESG and delivering and developing customer centric solutions like Carbon Capture and Storage, all of which are driving the long-term sustainable energy transition of Stockholm and the region. The consortium intends to grow the Company by investing significant capital, targeting to enhance the environmental sustainability and efficiency of its heating plants and district heating networks.

1.7.2021

Nosh Company – Acquisition of Samuji Brand

We advised Nosh Company Oy in its acquisition of the rights to the Samuji brand. The company, which has successfully increased its net sales and profitability, believes that the acquisition will further strengthen its business growth. The Samuji brand and related rights were put up for sale by the bankruptcy estate after the Samuji fashion company filed for bankruptcy in March 2021. ‘We are extremely grateful and excited for our opportunity to continue the story of this prestigious brand. The Samuji brand has been relevant to numerous customers. We welcome them all to build a new future for the brand with us’, says Antti Järvinen, CEO of Nosh Company. Our team advised Nosh Company in negotiating the deal and reviewing the brand portfolio and drafted the necessary agreements. NOSH is a Finnish clothing brand whose clothes are a pleasure to wear. Nosh Company was founded in 2009. NOSH is known for responsibly manufactured luxuriously soft and high-quality women’s, men’s and children’s clothing. The company’s turnover in 2020 was EUR 12.28 million and operating profit EUR 730,000.

18.6.2021

Metsä Fibre – Investment Decision and Financing for Bioproduct Mill

We advised Metsä Fibre, a part of Metsä Group, in securing financing for the construction of its new bioproduct mill in Kemi, Finland. Metsä Fibre has now made the investment decision to build the mill. The value of the investment is EUR 1.6 billion and it is the largest investment ever made by the Finnish forest industry in Finland. A Unique Bioproduct Mill Concept – Wood from Sustainably Managed Forests The way Metsä Fibre renews its mills is based on the company’s unique bioproduct mill concept. In the concept, the renewable wood raw material and production side streams are used in full as different bioproducts, thus replacing fossil-based materials and fossil fuels. The wood used by the mill will be sourced from sustainably managed forests. The Kemi bioproduct mill will produce some 1.5 million tonnes of softwood and hardwood pulp per year, as well as many other bioproducts. It will also produce 2.0 TWh of renewable electricity per year, which equals roughly 2.5 percent of Finland’s total electricity production. The construction phase will take approximately two and a half years, and the mill will be completed in 2023.

15.2.2021

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

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

Vantaa Energy, Infranode and Keva – Acquisition of District Heating Business

Castrén & Snellman is representing a consortium consisting of Vantaa Energy, Infranode and Keva in their acquisition of Fortum’s district heating business in the Järvenpää-Tuusula region of Finland. Vantaa Energy, Infranode and Keva will together fully own the district heating business in the Järvenpää-Tuusula region. The transaction was completed on 19 August 2020, and the joint venture established in the transaction, Vantaan Energia Keski-uusimaa Oy, has begun operations.

3.7.2020

Fortum – Divestment of the District Heating Business in Joensuu

We advised Fortum in all legal aspects of the divestment of its district heating business in Joensuu, including the related demerger and legal separation project. The business will be acquired by Savon Voima Oyj, the total consideration on a debt- and cash-free basis being approximately EUR 530 million. Fortum produced approximately 550 GWh of heat and approximately 240 GWh of power in Joensuu in 2018. The business generated an EBITDA of approximately EUR 20 million and is currently employing three Fortum employees as the operation and maintenance services are sourced from an external partner. The business transformation of the Joensuu plant to lower carbon intensity has largely been done and the detailed plans for further decarbonisation have been prepared.

30.12.2019

Gasum – Acquisition of Clean Energy and Marine Bunkering Businesses from Linde AG

We advised Gasum in its acquisition of AGA’s Clean Energy business and Nauticor’s Marine Bunkering business from Linde AG. The acquisition is part of Gasum’s strategy execution and further strengthens the company’s capacity to offer gas solutions to various customer segments in multiple locations and will enhance the development of the Nordic gas market. Together, the businesses employ 35 people and generate annual revenues of more than EUR 100 million. Several assets will be transferred to Gasum in the acquisition, including an LNG liquefaction plant, two LNG terminals, two LNG bunkering vessels, and 48 gas filling stations in Sweden and Norway. The deal was signed on 13 November 2019, and the transaction is anticipated to be completed during 2020.

14.11.2019

Fortum Power and Heat – Sale of Office Property to Fund Managed by Elite Alfred Berg

We assisted Fortum Power and Heat Oy in the sale of an office property located at Piispanportti 10 in Espoo. The object of sale is the former headquarters of Espoon Sähkö and is located in the vicinity of the Länsiväylä motorway and the Iso Omena shopping centre. The property has a leasable area of approximately 10,000 square metres and was purchased by Elite Finland Value Added Fund II Ky.

5.7.2019

Aberdeen Standard Investment, DIF and Local Pensions Partnership – Acquisition of Elenia Lämpö

We advised a consortium formed by Aberdeen Standard Investments, DIF and Local Pensions Partnership in a transaction whereby the consortium is purchasing the entire share capital of Elenia Lämpö. The seller is Elenia Oy, the parent company of the Elenia Group, which will focus on improving electricity distribution security and developing an intelligent electricity system and customer services for its customers. Elenia Lämpö Oy produces district heating and distributes district heating in Häme, Central Finland, Northern Ostrobothnia and Heinola.

1.7.2019

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