Tomi Kemppainen

Citycon – Outsourcing of finance activities related to Nordic Accounting and Lease Administration to Staria

We successfully acted as the lead external counsel for Citycon Plc in an arrangement whereby Citycon outsourced its Nordic Accounting and Lease Administration operations and related workforce in Finland, Sweden, Norway, Denmark and Estonia to Staria Plc. The outsourcing is expected to take place as of 1 August 2024. With this outsourcing arrangement, Citycon aims to align the size and capabilities of the company’s finance organisation with its future development, ensuring it can adapt to meet the company’s needs at any given time. During the assignment, we assisted Citycon in drafting the necessary contract documentation and planning the contract negotiations and timetable. We led the outsourcing agreement negotiations and advised Citycon on employee transfer and data privacy related matters. We also coordinated legal advice for other in-scope countries. Citycon is the leading owner and developer of urban hubs in the Nordics and Baltics. Citycon’s 33 mixed-use, necessity-based centres are located in the major cities in Finland, Sweden, Norway, Denmark and Estonia. Citycon transforms unique locations into sustainable communities and cities full of life, serving 140 million people each year and delivering long-term share value. Citycon brings value to communities by developing urban hubs for living, working, socialising and shopping. Citycon has extensive experience as an urban developer and uses its expertise in creating mixed-use centres that include retail, offices, hotels, housing, food & beverage as well as healthcare, culture and leisure services.

13.5.2024

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

Excelerate Energy – Chartering an FSRU to Finland

We advised Excelerate Energy on the conclusion of a lease agreement with Gasgrid Finland Oy for the Floating Storage and Regasification Unit (FSRU) Exemplar. The Inkoo LNG terminal project will have a significant impact on securing the supply of gas to Finland and Estonia as imports of pipeline gas from Russia cease. The Exemplar is the first FSRU in Finland and the Inkoo LNG terminal project is legally unique. Moreover, the project, which is critical for Finland’s and the Baltics’ gas supply, was completed in an exceptionally short timeframe. Our experts assisted the company in a wide range of areas including contracts, energy legislation, licensing, labour law, taxation and structuring.

9.6.2023

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

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

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

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

Aktia Bank – Acquisition of Wealth Management Operations of Taaleri

We assisted Aktia Bank Plc in its acquisition of the wealth management operations of Taaleri Plc. The deal includes Taaleri Wealth Management Ltd, Taaleri Fund Management Ltd, Taaleri Tax Services Ltd and Evervest Ltd. The purchase price is EUR 120 million (on a cash and debt free basis). In the transaction, assets under management (AuM) amounting to EUR 4.4 billion will be transferred to Aktia according to Aktia’s reporting practice. Aktia’s assets under management will, thus, increase from EUR 10.4 billion to EUR 14.8 billion. As part of the transaction, the parties have agreed on initiating co-operation that supports the strategy of both parties, through which Aktia will be the distributor of Taaleri’s alternative investment products in Finland. The deal supports Aktia’s objective to be the best asset manager in Finland. Together, Aktia and the operations that are being transferred from Taaleri will form one of the leading asset management organisations in Finland. The completion of the transaction is subject to approvals by the Finnish Competition and Consumer Authority and the Financial Supervisory Authority. It is estimated that the transaction will be completed in May 2021. Aktia is a Finnish asset manager, bank and life insurer that has been creating wealth and wellbeing from one generation to the next for 200 years. Aktia serves their customers in digital channels everywhere and face-to-face in their offices in the Helsinki, Turku, Tampere, Vaasa and Oulu regions. Their award-winning asset management business sells investment funds internationally. Aktia employs approximately 750 people around Finland. Aktia’s shares are listed on Nasdaq Helsinki Ltd (AKTIA). Taaleri is a Finnish financial services company, whose parent company, Taaleri Plc, is listed on Nasdaq Helsinki main market. The Taaleri Group comprises three business areas: Wealth Management, Insurance, and Energy. In addition, the Group makes investments from its own balance sheet. At the end of 2020, Taaleri had assets under management totalling EUR 7.6 billion and over 6,000 wealth management customers. Taaleri Plc has some 6,000 shareholders. Taaleri’s operations are supervised by the Finnish Financial Supervisory Authority.

10.3.2021

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

Fennia – Sale of Fennia Asset Management and Fennia Properties to S-Pankki

We advised Fennia Mutual Insurance Company in the sale of Fennia Asset Management Ltd and Fennia Properties Ltd, comprising the asset management and real estate investment management services, to S-Pankki. With the acquisition, S-Pankki will after the closing gain €2.1 billion of new client assets under management. Fennia Group consists of Fennia, specialising in non-life insurance; Fennia Life, offering voluntary life, pension and deposit insurance products; Fennia Asset Management Ltd, offering asset management services and management services regarding alternative investment funds; Fennia Asset Management Ltd’s subsidiary Fennia Property Development Ltd; and Fennia-service Ltd. The Fennia Group’s parent company, Fennia Mutual Insurance Company, is a Finnish non-life insurance company owned by its customers. Its line of business includes statutory and voluntary non-life insurances, which Fennia offers to companies, entrepreneurs and households. In 2019, the Group’s turnover amounted to €996.5 million. S-Bank Ltd is the bank of the S-Group, a Finnish retailing cooperative organisation. At the end of 2019, S-Bank Wealth Management had €9.1 billion under management. As part of S-Group, S-Bank has three million customers. S-Bank offers convenience and benefits by combining bank and retail services. S-Bank is the first so-called supermarket bank in Finland. S-Bank is owned by SOK (37.5%), local cooperative shops under S-Group (37.5%), LähiTapiola Vahinkovakuutus (10%), LähiTapiola Henkiyhtiö (3.5%), LähiTapiolan alueyhtiöt (10%) and Elo (1.5%).

28.5.2020

Neste Engineering Solutions – Sale of Regional Business Unit

We assisted Neste Engineering Solutions in the sale of a regional business unit to engineering consultancy services company Rejlers AB. The regional business unit consists of personnel and operations in Turku, Kotka, Oulu, Sweden and UAE, except for the NAPCON Business Unit. The sale strengthens the delivery capability and improves the focus of Neste Engineering Solutions. As part of the deal, the parties will also enter into a long-term cooperation agreement.

28.6.2019

Gardner Denver – Acquisition of Runtech Systems Oy

We acted as local counsel for Gardner Denver Holdings Inc. in its acquisition of Runtech Systems Oy. We advised Gardner Denver in employment and HR related aspects of the transaction. Gardner Denver Holdings Inc. (NYSE: GDI) is a leading global provider of mission-critical flow control and compression equipment. Runtech Systems Oy is a leading global manufacturer of turbo vacuum technology systems and optimization solutions for use in a variety of process-oriented industrial end markets. Runtech Systems Oy will become a part of Gardner Denver’s Industrials Segment.

13.3.2018

Employment Law Advice for a Large Client Company – Implementation of a Reorganisation and Outsourcing Plan

We assisted our client in a major project involving the reorganisation of operations and the implementation of an outsourcing plan. The plan related to changes in the business process of one of the client’s key businesses. The assignment involved planning, scheduling and implementing the change process, and our client was able to implement the change to the business process in a controlled manner and on schedule. Successfully handling this assignment required our team to have in-depth knowledge of employment and cooperation proceeding legislation, to be able to fully internalise our client’s business and goals to take a practical approach.

20.10.2017

Rettig Group – Divestment of Bore to Dutch shipping company Spliethoff

We are acting as the sole legal advisor to Rettig Group in its divestment of Bore to Spliethoff Bevrachtingskantoor in an all-cash deal expected to close on 30 June 2016. Bore is a shipping company with a fleet of nine Roll-on/Roll-off vessels chartered to line operators that transport cargo in the North Sea, the Baltic Sea, the Mediterranean and the Carribean. The Spliethoff group operates a fleet of over 100 vessels worldwide. Finnish Roll-on/Roll-off line operator Transfennica has been part of the Spliethoff Group since 2002.

21.4.2016

SAS – Sale of Blue1 to Cityjet

We represented SAS in the sale of its subsidiary Blue1 to Cityjet as part of a larger collaboration in which SAS will begin collaboration with Cityjet in regional jet services.

2.10.2015

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