Suzanne Simon-Bellamy

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

Delta Motor Group – Sale of Delta Auto

We are advising Delta Motor Group Oy in the sale of all shares in Delta Auto Oy as well as the operative business of Delta Motor Group Oy to Hedin Automotive Oy. The transaction comprises all of Delta’s car business activities, including sales of new and used cars, aftermarket services and spare parts, as well as automotive support functions. The Delta group had revenues of MEUR 322 in 2022, and the group has 315 employees. The group sells approximately 13,000 cars annually, of which 4,500 are new and 8,500 are used ones. Delta Auto represents nine brands: Alfa Romeo, Fiat, Jeep, Kia, Maxus, Mazda, Mitsubishi, Opel and Subaru. The completion of the transaction, conditional on regulatory approval, is expected to take place in the second half of 2023.

28.4.2023

Litorina Capital – Merger of Leo’s Lekland and HopLop

We advised Litorina Capital, a Swedish private equity house, in the merger of two leading indoor playground chains in the Nordics, Leo’s Lekland and HopLop. Litorina IV fund, the main owner of Leo’s Lekland, and CapMan Special Situations I, the main owner of HopLop, agreed on an ownership arrangement that will unite Leo’s Lekland and HopLop into Europe’s leading indoor playground group. Both parties will continue their ownership in the new combined group. The HopLop chain continues to operate in Finland under the HopLop brand. The new group will be Europe’s largest family focused activity and exercise company. It has a total of 68 parks in Finland, Sweden, Norway, Denmark and Germany. Leo’s Lekland is the largest indoor playground chain in the Nordic countries, with a total of 50 parks in Sweden, Norway, Denmark, Finland and Germany. There are 7 parks in Finland. HopLop is the largest children’s adventure and indoor playground chain and the most significant family focused activity and exercise company in Finland. There are 17 HopLop parks in Finland and 1 in Germany. Litorina is a private equity investment firm based in Stockholm, Sweden. It was founded in 1998. It invests in niche market leading companies with headquarters in the Nordics. Currently it has 13 portfolio companies.

2.2.2023

Reka Industrial – Sale of Reka Cables to Nexans Group

We are acting as the legal advisor to Reka Industrial Plc in the sale of its wholly owned subsidiary Reka Cables Ltd, which operates the cable business of Reka Industrial. The purchase price of the shares is EUR 53 million and will be paid in cash. According to the Finnish Accounting Standards, the net debt of Reka Cables at the end of September 2022 was EUR 6.5 million. The completion of the transaction, conditional on the approval of the Extraordinary General Meeting of Reka Industrial and approvals by competent regulatory authorities, is expected to take place during the first half of 2023. Reka Oy, representing in aggregate 65.36% of the voting rights in Reka Industrial, has irrevocably undertaken to vote in favour of the transaction at the Extraordinary General Meeting. Reka Cables is the largest Finnish-owned cable manufacturer, which has been at the forefront of the cable industry for more than 60 years. Reka Cables provides durable, high-standard cable solutions for renewable energy production, network construction and industry as well residential and office construction. Reka Cables has approximately 270 employees, and the turnover in 2021 was EUR 134 million.

10.11.2022

Rudus – Acquisition of stone aggregates business

We advised Rudus Oy in the acquisition of TerraWise Oy’s stone aggregates business. Rudus Oy is the leading specialist in the market of stone-based building materials and solutions operating in Finland’s building product industry. This business acquisition supplements the stone aggregates business of Rudus while strengthening and expanding its offering, particularly in the Helsinki Metropolitan Area. Since 1999, Rudus has been a part of the Irish CRH Group, a global operator in the building materials industry. CRH operates in 28 countries and has 71,000 employees in approximately 3,155 locations. CRH is the largest building materials company in North America and the second largest in the world.

13.6.2022

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

Metsä Fibre – Botnia Mill Service’s Ownership Arrangement

We are advising Metsä Fibre Oy, part of Metsä Group, on an arrangement whereby Metsä Fibre Oy will take over the maintenance operations of its pulp mills and the Rauma sawmill as well as the related workshop and design services. The maintenance of the company’s pulp mills and the Rauma sawmill has been outsourced to the maintenance company Oy Botnia Mill Service Ab, which is jointly owned by Metsä Fibre Oy and Caverion Industria Oy. In connection with the change, Metsä Fibre will sell its Botnia Mill Service shares to Caverion. The purchase price is not disclosed. Botnia Mill Service personnel who work at Metsä Fibre’s pulp mills, the Rauma sawmill, and administration and support functions will transfer to the service of Metsä Fibre starting from 1 January 2023. The transaction will be carried out as a business transfer planned to take effect at the end of the year 2022. Metsä Fibre is a leading producer of bioproducts, biochemicals and bioenergy. It is the world’s largest producer of softwood market pulp and a globally significant manufacturer of sawn timber. In 2021 Metsä Fibre’s sales totalled approximately EUR 2.6 billion, and it has around 1,400 employees. Caverion provides design & build to projects, technical and industrial maintenance, facility management as well as advisory services. Caverion provides best solutions to improve the energy efficiency of buildings, and responsibility and sustainable development guide its operations.

20.5.2022

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

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

Bilot – Proposed merger of Bilot and Vincit

We act as legal advisor to Bilot Plc in the merger of Bilot Plc and Vincit Plc, which is proposed to be implemented as an absorption merger pursuant to the Finnish Companies Act. “Merging with Vincit is the next logical step for Bilot on the way to becoming a more comprehensive and versatile operator. The merger will accelerate Bilot’s on-going change and enable stronger contribution to customer experience, electronic business operations and internationalisation in the future. Thus, the merger will create an opportunity to further invest in the future company’s growth. Customer portfolios, target markets and offerings that complement each other will create a new kind of market actor with a strong culture and employee experience at its core. Even though the name will change, Bilot’s impressive story will continue together with another fine company. The future is looking even brighter,” says Jens Krogell , CEO of Bilot. In 2020, the illustrative combined operating profit of the future company was approximately EUR 70.6 million and EBITDA approximately EUR 9.1 million. On 31 December 2021, Bilot and Vincit had a total of approximately 821 employees. Bilot Plc is a Finnish IT services company that provides its customers with a strategic competitive advantage by developing a comprehensive digital business. Vincit Plc is a top expert organisation that offers its customers digitality that always works, with no nonsense, for a world without fear for tomorrow. The companies’ shares are listed on the Nasdaq First North Growth Market Finland marketplace maintained by Nasdaq Helsinki Ltd.

4.2.2022

Valio and Oddlygood Global – Significant Growth Funding Round

We are advising Valio, one of Finland’s premier food companies with more than a century of product development experience, and its subsidiary Oddlygood Global (OGG) in relation to OGG’s first round of financing. OGG will be receiving a EUR 25 million investment into the company from Mandatum Asset Management. Valio will continue as OGG’s majority shareholder after the investment. OGG develops and markets plant-based products under the Oddlygood™ brand, including oat drinks for coffee and products used in cooking and baking. The sales of Oddlygood™ products have doubled each year and OGG’s global growth potential is even larger. Currently, Oddlygood™ products are sold in Finland and Sweden, as well as the UK, USA, Russia and the Baltic countries. Mandatum Asset Management (MAM PE) is a Finnish private equity investor focusing on significant minority investments in Nordic growth companies with proven business models. As an active owner with an experienced investment team, MAM PE can provide OGG with more strategic expertise in global consumer products and further support its growth in international markets. Through its investment, MAM PE will become a minority shareholder in OGG. Valio is a Finnish dairy and food group founded in 1905 and is owned by Finnish regional dairy co-operatives. Valio has subsidiaries in Russia, Sweden, the Baltics, the USA and China. It had net sales of EUR 1,787 million in 2019 and employs over 4,000 professionals.

17.12.2021

HOK-Elanto – Sale of Kodin Terra Tuusula

We are assisting HOK-Elanto in the sale of the business operations of Kodin Terra Tuusula to Stark Suomi Oy. In connection with the sale, Stark and HOK-Elanto also entered into a local bonuspartner agreement. The personnel working at Kodin Terra Tuusula will transfer to Stark at the closing of the deal. ‘HOK-Elanto has been looking at alternatives for developing hardware store services in the Helsinki Metropolitan Area for a long time. The sale of Kodin Terra Tuusula and local bonuspartner agreement will enable us to provide our customer-owners an even more extensive offering for construction in our entire operating area. Moving forward in line with its strategy, HOK-Elanto will focus primarily on the development of food and drink services both in brick-and-mortar locations and online in the Helsinki Metropolitan Area. Everyone at Kodin Terra Tuusula has done great work, and I would like to thank them for their efforts’, says HOK-Elanto’s CEO Veli-Matti Liimatainen. HOK-Elanto is one of the largest regional cooperatives in the S Group. HOK-Elanto operates approximately 340 locations and employs approximately 6,000 people. Stark Suomi Oy is Finland’s leading building materials supplier chain for professionals and has long-term expertise of the construction sector in Finland. Stark Suomi Oy is part of the Danish Stark Group, which dates back to 1868. Stark Suomi Oy employs approximately 1,000 people, and Stark Group approximately 10,000 people in Northern Europe.

3.11.2021

Ålandsbanken & Borgo – Issue of Covered Bond and Consent Solicitation for Ålandsbanken’s Covered Bond

We advised Ålandsbanken Abp and Borgo AB in respect of Finnish law in the issue of a SEK 5,500,000,000 covered bond by Ålandsbanken Abp as initial issuer and Borgo AB as subsequent issuer. The terms and conditions of the covered bonds allow covered bonds to be transferred to Borgo AB at a later stage subject to the approval of Ålandsbanken Abp and Borgo AB. The contemplated timing for the transfer s the first half of 2022. The new covered bond issue is part of a transaction in which Ålandsbanken Abp, ICA Banken AB, Ikano Bank AB (publ), and Söderberg & Partners Holding AB have established a new mortgage company, Borgo AB, and are further establishing a joint mortgage platform on the Swedish market. As part of this transaction, Ålandsbanken Abp will transfer its Swedish mortgage loans, SEK-denominated covered bonds it has issued, and SEK-denominated bonds from its liquidity portfolio to Borgo AB. Borgo AB is a digital start-up mortgage company licenced by the Swedish Financial Supervisory Authority. In addition to the above, we advised Ålandsbanken Abp in a consent solicitation for its up to SEK 2,500,000,000 covered bond due in 2022 and its later redemption of all outstanding notes pursuant to the amendments made to the terms and conditions of the covered bond during the consent solicitation process.

13.9.2021

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

OP Financial Group – Sale of Pohjola Hospital to Pihlajalinna

We assisted OP Financial Group in the sale of Pohjola Hospital Ltd, which is owned by Pohjola Insurance Ltd, to Pihlajalinna Terveys Ltd, which is part of Pihlajalinna Group. As part of the deal, Pohjola Insurance and Pihlajalinna will sign a long-term cooperation agreement on the provision of health services for cus-tomers of Pohjola Insurance. Pohjola Hospital is a hospital chain that specialises in orthopaedic care and the sports clinic services and offers treatment for accidents, musculoskeletal conditions and injuries. Pohjola Hospital operates in five cities in Finland and is one of Finland’s largest operators in orthopaedic day surgery. OP Financial Group is Finland’s largest financial services group, with two million owner-customers and over 12,000 employees. OP Financial Group consists of approximately 137 OP cooperative banks, their central cooperative OP Cooperative, and the latter’s subsidiaries and affiliates. Pihlajalinna is one of Finland’s leading providers of social and healthcare services. The company’s customers include private individuals, businesses, companies and public sector entities, such as municipalities and joint municipal authorities. Pihlajalinna offers high quality social, health and wellbeing services at private clinics, hospitals, dental clinics, fitness centres and housing services across Finland. The transaction requires the approval of the Finnish Competition and Consumer Authority. Our team included legal experts from our following services: Mergers & Acquisitions, Capital Markets & Financial Regulation, Tax & Structuring, and Competition & Procurement.

6.7.2021

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

Valio – Acquisition of Heinon Tukku

We advised Valio in the purchase of all the shares of Heinon Tukku Oy from Tukkuheino Oy and other shareholders. The acquisition is part of Valio’s aim to be a more comprehensive partner to restaurant and coffee shop professionals. In the future, Valio will be a single-source supplier of everything a professional kitchen needs, providing not only an extensive selection of raw materials, but also support in product development and in creating meal and snack concepts. ‘Acquiring Heinon Tukku is a natural step that aligns with our strategy. Our goal is to be a front runner in food sector solutions, and Heinon Tukku’s know-how and broad product portfolio will bring a significant addition to this. We also share a similar set of values. Heinon Tukku is a traditional family-owned company, and Valio’s owners, in turn, are Finnish dairy farmers’, says Tuomas Sorri , who is the head of the new business unit created by the acquisition. Valio is a Finnish dairy and food group founded in 1905 and is owned by Finnish regional dairy co-operatives. Valio has subsidiaries in Russia, Sweden, the Baltics, the USA and China. It had net sales of EUR 1,787 million in 2019 and employs over 4,000 professionals. Heinon Tukku Oy has been in business for over 120 years and is today one of Finland’s largest wholesalers serving professional kitchens. Heinon Tukku’s turnover in 2020 was about EUR 170 million. About 340 employees will transfer to Valio through the acquisition. The transaction was approved by the Finnish Competition and Consumer Authority in June 2021.

1.7.2021

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

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

OP Group – Dominance investigation

We successfully defended OP Group before the FCCA in a long-running alleged abuse of a dominant position case. This was a major dominance investigation concerning acceptability of customer bonus schemes and mixed bundling/multi-product rebates. The case is one of the most significant and complex dominance matters ever investigated by the FCCA. The authority and both parties used significant resources in the investigation, which lasted for more than three years. The case was initiated in 2015 based on a request for action by major Finnish insurance company IF to the Finnish Competition and Consumer Authority. Essential claim by IF was that OP had granted insurance policies to customers on foreclosive terms by offering discounts on insurances based on bonuses they received inter alia because of their mortgages/loans. If’s request for action was, however, without merit and the FCCA ultimately closed investigations without imposing any fines to OP. The FCCA left open the question whether OP was dominant in the first place but concluded that its investigations did not even support the contention that OP’s bonus scheme could constitute abuse of a dominant position.

24.9.2019

Juuri Partners – Acquisition of Esa Kuokka

We represented Juuri Partners in its acquisition of Esa Kuokka Oy, a logistics company specialising in distribution of chilled and refrigerated goods. Juuri Partners is an innovative Finnish private equity company, which offers financing to established and profitable small and medium-sized enterprises in Finland. Esa Kuokka Oy is a national distribution partner of corporations, wholesalers, food manufacturers and importers as well as hundreds of small producers. The company has created service concepts for food logistics based on premium quality and technology.

10.4.2018

Central Deck and Arena – Pioneering real estate development project featuring Finland’s largest multi-purpose arena in Tampere city centre

We acted as counsel for OP Financial Group’s insurance and pension insurance companies and LocalTapiola Group in an arrangement in which said investors agreed, together with SRV Yhtiöt Oyj, on the implementation of the Central Deck and Arena project located in the Tampere city centre. As a part of the arrangement, said investor group formed a consortium together with the City of Tampere for the purposes of the development of the multi-purpose Central Arena. The Central Deck and Arena project will feature Finland’s largest multi-purpose arena, an adjoining hotel and casino, five residential and office tower buildings with approximately 1,000 apartments as well as a parking facility. The total floor area of the building complex will be approximately 120,000 m 2 . Further, the project also involves the development of six apartment buildings in the Ranta-Tampella lakeside area in Tampere. The construction works will be executed in stages with the target that the Central Arena will open in 2021. The overall building complex is estimated to be completed by 2024. A prominent feature of the project is that the building complex will be constructed on an aboveground deck that extends over the existing railway tracks in the Tampere city centre, thus, constituting an entirely new commercial, residential and events district. The total value for the Central Deck and Arena project is estimated to amount to EUR 550 million. The project financing of the Central Arena is envisaged to include EUR 18 million in state aid, which was approved by the European Commission in 2017. Further, the City of Tampere will contribute to the project with an investment of a maximum of EUR 60 million with a majority of the financing directed into development of the Central Arena and the construction of the Arena deck. As counsel for the investors, we had a key role in providing support for our clients in their investment decision-making and the preparation and negotiation of the central agreements concerning the terms and the conditions of the investment under the joint venture agreement between the investors and SRV as well as the shareholders’ agreement for the Central Arena between the investors, SRV and the City of Tampere. Further, we assisted the investors in the preparation and negotiation of key project agreements ranging from the land use and acquisition agreements related to the deck, the railway area and the real properties, operator and cooperation agreements for the Central Arena and commercial lease agreements to the agreement on the use of the Central Deck in the railway area entered into with the Finnish Transport Agency. Our involvement also included the negotiation of the financing documentation with the financiers of the Central Arena comprising Nordea Bank, Tampereen Seudun Osuuspankki, Svenska Handelsbanken and LocalTapiola. The Central Deck and Arena is a prime example of Castrén & Snellman’s wide-ranging expertise in real estate development projects, combining expertise in real estate and construction law and real estate transactions with finance as well as competition and public procurement expertise.

16.2.2018

Colliers – Acquisition of Ovenia Group

We advised Colliers International, a global leader in commercial real estate services, in its acquisition of the Ovenia Group. The Ovenia Group is Finland’s leading provider of property and real estate management services and leasing services. The Group comprises Ovenia Oy, Ovenia Isännöinti Oy and Realprojekti Oy. The Ovenia Group is responsible for the maintenance of 19 shopping centres and 1,500 business premises, and the administration of over 50,000 apartments. Colliers International Group Inc. (NASDAQ and TSX: CIGI) is an industry leading global real estate services company with 15,000 skilled professionals operating in 68 countries. With an enterprising culture and significant employee ownership, Colliers professionals provide a full range of services to real estate occupiers, owners and investors worldwide.

11.1.2018

S Group – Acquisition of Stockmann Delicatessen Business in Finland

We acted as the legal advisor to S Group in its acquisition of the Stockmann Delicatessen business in Finland. In the transaction, the Delicatessen stores in the centre of Helsinki, Tapiola and in the Itis and Jumbo shopping centres were transferred to HOK-Elanto. The Delicatessen store in Turku was transferred to the Turku Regional Cooperative, and the store in Tampere to the Tampere Regional Cooperative. The Stockmann Delicatessen chain operations was transferred to SOK and the Stockmann Delicatessen kitchen, which prepares Stockmann Meals foods, was transferred to S-Herkkukeittiö Oy, a subsidiary of SOK. The debt-free transaction price was EUR 27 million. S Group is a Finnish network of companies operating in the retail and service sectors. It has more than 1,600 outlets in Finland. S Group comprises the cooperatives and SOK Corporation along with its subsidiaries. In 2016, the S Group’s retail sales totalled EUR 11 billion and S Group’s operating result stood at EUR 290 million. S group had around 40 000 employees in 2016. Stockmann, established in 1862, is a Finnish listed company engaged in the retail trade. It has about 8,000 employees. The Group’s revenue in 2016 was EUR 1,303.2 million. Stockmann Delicatessen’s revenue in Finland, excluding the Oulu store, was EUR 127 million in 2016, with an operating loss of EUR 11 million. The stores represented 25% of Stockmann Retail’s merchandise sales and 12% of the Stockmann Group’s merchandise sales in 2016. Stockmann Delicatessen has around 800 employees in Finland.

30.6.2017

Global Tungsten & Powders Corporation – Acquisition of Tikomet Oy

We acted as the legal advisor to Global Tungsten & Powders Corporation (GTP) in its acquisition of Tikomet Oy from Sponsor Capital and Tikomet Oy’s management. The share purchase agreement regarding the transaction was signed on 12 June 2015. The transaction is pending the approval of relevant authorities. Tikomet is one of the leading producers of hard metal powders that apply the zinc recycling process, which is cost-effective and environmentally safe. In 2014, Tikomet Oy had a turnover of EUR 28.2 million. Today, the company has 38 employees. GTP is one of the largest processors of tungsten raw materials in the Western world, with a history dating back to 1916. The company’s headquarters and largest production facility are located in Towanda, Pennsylvania. GTP is a division of the Austrian based Plansee Group. In the 2013/14 fiscal year, the Plansee Group realised consolidated sales of 1.2 billion euros and employed a total of 6,060 people worldwide.

2.7.2015

Nordea Bank Finland Plc and Pohjola Bank plc – Financing of the Tornio LNG Terminal Project

Castrén & Snellman advised Nordea Bank Finland Plc and Pohjola Bank plc in the project financing for an LNG terminal to be constructed and operated in Tornio by the Manga group of companies. The Manga group is backed by a consortium consisting of Outokumpu Oyj, SSAB Europe Oy, Skangass Oy and EPV Energia Oy. The start-up of operations of the newly built facility and the LNG and natural gas logistics chain is planned for early 2018. The cost of constructing the terminal is approximately EUR 100 million. Nordea Bank Finland Plc and Pohjola Bank plc are providing bank facilities, part of which are backed by a guarantee from Finnvera plc, the Finnish export credit agency. The Finnish Ministry of Employment and the Economy has granted an investment aid of 33.15 MEUR for the project.

10.4.2015

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