Suvi Kettunen

Danske Finance – Cross-Border Merger

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

15.1.2024

Uponor Infra – Sale of district energy business

We advised Uponor Infra Oy in the sale of its district energy business to ISOPLUS Suomi Oy, part of ISOPLUS Group, a leading manufacturer of district heating pipes in Europe. Uponor’s district energy business had a net sales level of approximately EUR 40 million in 2022, and it included operations in Finland, Sweden, Estonia and Norway. The divestment is in line with Uponor Infra’s strategy that focuses on growing its core business. Uponor is a leading global provider of solutions that efficiently and effectively move water through cities, buildings, and homes. Uponor helps customers in residential and commercial construction, municipalities, and utilities to be more productive. Uponor’s solutions are sold in more than 80 countries, and the company employs about 4,000 professionals in 26 countries in Europe and North America. In 2022, the company’s net sales totalled approximately EUR 1.4 billion. Uponor Corporation is listed on Nasdaq Helsinki.

17.4.2023

Applus+ – Divestment of K1 Katsastajat

We advised Applus+ in the divestment of K1 Katsastajat Oy and its vehicle inspection operations in Finland to A-Katsastus Group. The main service of K1 Katsastajat Oy is light and heavy vehicle inspections through its network of 84 stations and 137 employees. K1 Katsastajat Oy also provides technical vehicle inspections, vehicle certificates and registration services and condition checks for commercial customers. Its revenue in 2021 was 14 million euros. This divestment is in line with the active portfolio management announced in the Applus+ Strategic Plan to focus on portfolio mix quality-improvement. Applus+ Group is a worldwide leader in the testing, inspection and certification sector for its technical capabilities, innovative approach, and its workforce of over 25,000 employees in more than 70 countries. It is a trusted partner, enhancing the quality and safety of its clients’ assets and infrastructures while safeguarding their operations.

5.1.2023

Evli – EAB Group Merger into Evli

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

7.6.2022

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

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

4.4.2022

F-Secure – Proposed separation of F-Secure’s Consumer Security business through a partial demerger

We act as legal advisor to F-Secure Corporation in the proposed separation of F-Secure’s Consumer Security business through a partial demerger. It is planned that the Consumer Security business will be transferred into a new independent company, to be named F-Secure Corporation and established in connection with the demerger, and which will be listed on the official list of Nasdaq Helsinki Ltd. The demerger is expected to become effective as of 30 June 2022. In connection with the demerger, F-Secure Corporation will retain its Corporate Security business, which is planned to be renamed as WithSecure Corporation. F-Secure Corporation (listed on the NASDAQ OMX Helsinki) is a global cyber security and privacy company with over 30 offices around the world and is headquartered in Helsinki, Finland.

17.2.2022

9Lives Group – Acquisition of Stella Kotipalvelut

We advised first aid and ambulance service company 9Lives Group Oy when it acquired the entire share capital of Stella Kotipalvelut Oy. The acquisition is at the heart of 9Lives’ strategy and is driven by, among other things, the SOTE reform and the megatrend of population aging. ‘Stella is one of the leading players in home care and personal care in Finland. By combining our strengths and expertise, we will have an even stronger foothold in the market as well as a more comprehensive service network, and we will be able to offer high-quality and versatile care close to the customer competitively. In addition, as a Finnish-owned and entrepreneur-driven operator, we are able to react to market changes quickly, in a customer-oriented and reliable manner’, says Markus Ulfstedt , CEO and owner of 9Lives. 9Lives is Finland’s largest private company providing first aid and ambulance services. The clients of its ambulance services are public actors and medical institutions. The company has also lately become known with COVID-19. The company’s turnover in 2020 was approximately EUR 20 million and it employs 800 people. Stella Kotipalvelut Oy is a company specialising in home care services, with a turnover of EUR 24 million in 2020. The company employs 1,600 people, of whom 520 are permanent employees.

5.1.2022

Lantmännen – Acquisition of Myllyn Paras

Castrén & Snellman advised Lantmännen in its contemplated acquisition of Finnish food company Myllyn Paras from Sponsor Capital and minority owners. The acquisition is a key step in broadening Lantmännen’s offering in Finland. Lantmännen is an agricultural cooperative and Northern Europe’s leader in agriculture, machinery, bioenergy and food products. Lantmännen is owned by 19,000 Swedish farmers and has 10,000 employees in over 20 countries. Myllyn Paras is a Hyvinkää-based company manufacturing, marketing and distributing flour, flakes, grains and pasta as well as frozen dough and bakery products. Myllyn Paras was established in 1928 and operates two factories in Hyvinkää and one in Tammela. Myllyn Paras is one of the most valued food brands in Finland. The group also exports products internationally. Myllyn Paras group employs approximately 110 employees. The completion of the acquisition is subject to obtaining merger control approval from the Finnish Competition and Consumer Authority.

23.9.2021

Multitude SE – Conversion into an SE and Relocation of Registered Office from Finland to Germany

We advised Multitude SE (formerly Ferratum Oyj) in a conversion from a Finnish public limited liability company into an SE company earlier this year and we are advising Multitude SE in relocation of its registered office from Finland to Germany. Multitude’s board resolved to approve a transfer proposal on 9 July 2021. The relocation will be carried out in accordance with the Finnish Act on European Company and the SE Regulation. Multitude’s new registered office will be seated in Hamburg and the relocation will take effect at the end of 2021. The final decision on the relocation is subject to approval by the general meeting of Multitude’s shareholders. Multitude is an international provider of mobile banking and digital consumer and small business loans, distributed and managed by mobile devices. Founded in 2005 and headquartered in Helsinki, Finland, Multitude has expanded to operate in 19 countries across Europe, South and North America, Australia and Asia. Multitude SE is listed on the Prime Standard of Frankfurt Stock Exchange.

24.8.2021

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

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

22.7.2021

VR Group – Acquisition of Recycling Logistics Specialist Transitar

We assisted VR Group in the acquisition of Transitar Oy, a transport company specialising in recycling logistics. The deal strengthens VR Transpoint’s position as an operator in circular economy logistics while expanding its road logistics service and transport network in the recycling industry segment. Transitar will continue its operations as its own company as part of VR Transpoint’s road logistics service area. ‘Investing in the circular economy provides significant support to our company’s sustainability programme. The circular economy is a growing trend that depends on functional logistics. Our goal is to offer comprehensive, competitive and flexible circular economy logistics services to enable our customers to succeed sustainably in their core businesses’, says Senior Vice President Martti Koskinen from VR Transpoint. Our team, which includes members from several practice areas, advised VR Group in all legal aspects of the acquisition and in drafting the transaction documentation. Transitar’s turnover is approximately EUR 16 million and the company is one of the largest Nordic companies specialised in recycled materials. The company operates 50 vehicles, 70 trailers and several hundred containers. Transitar was established in 1998. VR Group is a responsible service company operating in the field of travel, logistics and maintenance that is speeding up the journey towards a healthy and carbon-neutral Finland.

2.7.2021

Grafton Group – Acquisition of IKH

We advised international building materials distributor and DIY retailer Grafton Group plc in its acquisition of Finnish Isojoen Konehalli Oy and Jokapaikka Oy (IKH). IKH is one of the largest workwear and personal protective equipment, tools, spare parts and accessories technical wholesalers and distributors in Finland. The consideration payable for IKH is EUR 199.3 million on a cash and debt-free basis. ‘The acquisition of IKH is an exciting development that gives Grafton a presence in Finland for the first time and broadens its market position. It will also strengthen the group’s operations in the mainland European market in line with our international development strategy. IKH is a high-quality business with a strong market position and an experienced management team that provides Grafton with a new growth platform in the Nordic Region. We look forward to welcoming the IKH management team and their colleagues to Grafton’, Gavin Slark , CEO of Grafton, comments. Our team, which includes members from several practice areas, advised Grafton in all legal aspects of the acquisition and negotiating the entire transaction documentation. Grafton Group plc is an international distributor of building materials to trade customers and has leading regional or national positions in the merchanting markets in the UK, Ireland and the Netherlands. Grafton trades from circa 550 branches and has circa 11,000 colleagues. Headquarters are located in Dublin, Ireland. Grafton is listed on the London Stock Exchange. IKH, a family owned business founded in 1956 and originally focused on agricultural spares and machinery, has approximately 400 employees and is headquartered in Kauhajoki, where its well-invested distribution and logistics centre is located. IKH is currently developing a market presence in Sweden and Estonia.

24.6.2021

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

OP Financial Group – Sale of Checkout Finland to Paytrail

We represented OP Financial Group in the sale of Checkout Finland Oy’s entire share capital to Finnish online payment company Paytrail Oyj, which is part of the international Nets Group. Nets is a leading supplier of payment solutions in the Nordics. OP and Nets have a long history of cooperation. Through this deal, Paytrail and Checkout will form a strong domestic player in a field that is facing intensifying international competition through rapid consolidation. The completion of the transaction is subject to approval from the FIN-FSA. Checkout Finland is a domestic payment gateway service that provides merchants payment solutions both in ecommerce and in store. Checkout’s services are currently in use in over 10,000 Finnish stores and it has forwarded over 12 million payments. Paytrail was established in 2007 and is the largest Finnish online payment service. The company handles payment traffic for over 10,000 online stores. OP Financial Group is Finland’s largest financial services group and is fully owned by its customers. OP Financial Group employs over 12,000 people. It has approximately 3.3 million private customers, 300,000 corporate customers and 2 million owner-customers. OP Financial Group is made up of 137 independent cooperative banks and their central cooperative, OP Cooperative, with its subsidiaries and affiliates. The C&S team included legal experts from our Mergers & Acquisitions, Capital Markets & Financial Regulation, Data & Technology, Tax & Structuring, Competition & Procurement and Employment services.

2.3.2021

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

Partech Ventures – Investment in M-Files

We acted as counsel to Partech Ventures in its investment in M-Files Oy. M-Files provides smart and efficient information management solutions that help organisations reach significant business advantages by enhancing their operations and process management and by integrating the information generated by different systems. Thousands of companies in more than 100 countries use M-Files to improve the quality and productivity of knowledge work and to ensure the compliance with information management standards and requirements. Leading market research institutions, such as Gartner, Forrester and Nucleus Research, have rated M-Files among the world’s leading companies. In 2015, Deloitte recognised M-Files for the sixth time as one of the fastest growing technology companies. In the same year, the company’s turnover increased by 36%. The company has offices in Finland, United States, United Kingdom and Sweden. Partech Ventures is an international investor specialised in high-growth digital and ICT companies with three types of fundings: seed capital (Partech Entrepreneur), venture capital (Partech International) and growth capital (Partech Growth).

21.3.2016

Core Assets Group – Acquisition of Neljä Astetta Oy

We acted as counsel for the UK-based Core Assets Group in its acquisition of Neljä Astetta Oy, a Finnish company offering child welfare services. With the transaction, Neljä Astetta Oy will become part of the same group with Perhehoitokumppanit Suomessa Oy, a Finnish family welfare company owned by Core Assets Group. In 2014, Neljä Astetta Oy posted a turnover of approximately EUR 4.6 million, and the company had 64 employees. In addition to Finland, Core Assets Group operates in the United Kingdom, Sweden, Ireland, Australia, New Zealand, Japan, the United States and Canada.

17.7.2015

Verdane Capital and other sellers – Sale of CRF Health to Vitruvian Partners

We acted as the Finnish counsel to the target company and the sellers in the sale of CRF Box Oy (CRF Health) to funds managed and advised by Vitruvian Partners. Travers Smith acted as the lead counsel to the company and previous shareholders including funds advised by Verdane Capital Advisors. CRF Health is the leading provider of electronic Clinical Outcome Assessment (eCOA) solutions for global clinical trials.

5.2.2015

Alten Group – Acquisition of Alte Oy

We advised French-listed Alten Group in the acquisition of Alte Oy, a Finnish engineering company specialising in engineering services for machinery, equipment, steel structures and pipework. Alte Oy has 312 employees in seven offices in Finland. Its main customers are Rautaruukki, KONE, Valmet, Neste Oil, Outotec, M-Real, Konecranes, Sandvik and Andritz. Alten is a European leader in the engineering and technology consulting market with a global presence and activities in 16 countries. In 2013, Alten’s revenue exceeded EUR 1.2 billion with its workforce totalling 16,000.

23.5.2014

Onvest Group and Are – Acquisition of Lemminkäinen’s Technical Building Services

We advise the Onvest Group and its group company Are Oy in the acquisition by Are of all shares in Lemminkäinen Talotekniikka Oy. The transaction is subject to approval by the Finnish Competition and Consumer Authority, which is expected to be obtained by the end of June. Are operates in Finland and Russia. It offers contracting and maintenance services for office and commercial premises and residential properties. Are’s staff more than doubles following the acquisition, and its revenue will increase from EUR 165 million to EUR 387 million based on 2013 figures. In 2013, the revenue of the Onvest Group was EUR 1.7 billion, and it had 4,200 employees in eight countries.

16.5.2014

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