Vesa Rasinaho

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

Triton – Platform investment and formation of Habeo Group

We advised Triton Smaller Mid-Cap Fund II in a new platform investment, the formation of Habeo Group, through its acquisition and financing of eight Finnish companies. After the acquisition, Habeo Group has approximately MEUR 120 in net sales with over 600 experts providing a variety of technical building services, such as heating, plumbing and sewerage, ventilation and air conditioning, electrical works, cooling and refrigeration, fire safety and automation. In line with Habeo Group’s strategy, it has acquired successful, locally operating Finnish group companies and is now Finland’s fifth largest player in the industry. Habeo Group continues to implement its strategy through acquisitions that suit its service portfolio in Finland. The eight Habeo Group companies are the following: Afire Oy – A company that provides its clients with the best fire suppression solutions for different purposes in the market. ESP Group – A group of companies specialised in new building and repair construction, offering all HVAC, electricity and automation services reliably and skilfully. HSK Sähkö Oy – A versatile and flexible full-service electrical contractor operating in all of Finland. Neloset Group – A full-service technical building service and construction company providing housing cooperatives with construction and renovation services from a one-stop shop. Respect Group – A group that serves its clients seamlessly in all their repair construction needs. SFT Finntekniikka Oy – A refrigeration expert that provides comprehensive, high-quality service in refrigeration equipment and cooling systems. Sähkö Oy Turku and Helsinki – A group of electrical engineering companies with a large range of services including design, installation, on-site project supervision and subcontracting. Vaasan Kylmäkone Oy – A company that plans, sells, installs and maintains refrigeration equipment and systems for professional use. Since its establishment in 1997, Triton has sponsored ten funds, focusing on businesses in the industrial tech, services, consumer and healthcare sectors. The companies currently in Triton’s portfolio have combined sales of around EUR 18 billion and employ around 105,000 employees. Triton Smaller Mid-Cap Fund II applies Triton’s proven investment strategy to lower mid-market companies in the same core sectors of Services, Healthcare, Industrial Tech and Consumer, using Triton’s in-house operational capabilities and resources to help management teams to sustainably expand their companies’ market position and to implement their growth strategies.

21.4.2023

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

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

10.1.2023

Sibelco – Sale of abrasives activities

We advised SCR-Sibelco N.V. as the Finnish local counsel in the sale of its abrasives activities in Belgium, the Netherlands, Germany and Finland to EP Power Minerals GmbH. Sibelco is a global material solutions company with 5,100 employees operating in 31 countries. Sibelco delivers solutions for society and supports the progress of modern life, from drinking water sanitation to solar technology and from flame retardants to smartphone screens. The shares of SCR-Sibelco N.V. are listed on Euronext Brussels. EP Power Minerals GmbH is engaged in the management of power plant by-products, blasting abrasives and industrial wastes. EP Power Minerals GmbH is headquartered in Dinslaken, Germany and is part of Energetický a průmyslový holding, a Central European energy group.

13.12.2022

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

We are acting as the legal advisor to Caverion Corporation in North Holdings 3 Oy’s voluntary public cash tender offer for all issued and outstanding shares in Caverion. The tender offer values Caverion’s issued and outstanding shares in the aggregate at approximately EUR 955 million. North (BC) Lux Holdco SARL (a vehicle owned and controlled by funds managed or advised by Bain Capital Private Equity (Europe), LLP, and/or its affiliates), Security Trading Oy, Fennogens Investments S.A. and Corbis S.A. have formed a consortium for the purposes of the public tender offer, which indirectly will own North Holdings 3 following the completion of the tender offer. The contemplated tender offer is expected to enable Caverion to undertake an extensive transformation to sustainably improve its long-term performance. The completion of the tender offer is subject to the satisfaction or waiver by the offeror of certain customary conditions on or prior to the offeror’s announcement of the final results of the tender offer. Caverion’s shares are listed on the official list of Nasdaq Helsinki. Caverion is a Northern & Central European-based expert for smart and sustainable built environments, enabling performance and people’s well-being. Caverion offers expert guidance during the entire life cycle of buildings, infrastructure or industrial sites and processes: from design & build to projects, technical and industrial maintenance, facility management as well as advisory services. Caverion’s more than 14,000 professionals serve customers in 10 countries.

3.11.2022

KONE – Sale of Russian operations

We advised KONE Corporation, a global leader in the elevator and escalator industry, in its negotiations on the divestment of its business in Russia to local management. The plans for local ownership and operations will provide a more sustainable long-term solution for employees and customers. The share purchase agreement with local management is subject to approval by the relevant regulatory authorities in Russia and is expected to close during the fourth quarter of 2022. Following the closing of the deal, the business will operate independently under a different brand. Russia accounts for less than 1% of KONE’s global sales and the company currently employs approximately 650 people in Russia, serving approximately 1500 customers. In 2021, KONE had annual sales of EUR 10.5 billion, and at the end of the year over 60,000 employees. KONE class B shares are listed on the Nasdaq Helsinki Ltd.

13.7.2022

Blackstone Growth – RELEX Solutions’ EUR 500 Million Funding Round

Castrén & Snellman, together with Wilson Sonsini Goodrich & Rosati and Taylor Wessing, advised Blackstone Growth (BXG), Blackstone’s growth equity investing business, on the EUR 500 million funding round of Retail Logistics Excellence – RELEX Oy, a Finland-based provider of unified retail planning solutions. The funding round, led by funds managed by Blackstone Growth (BXG), values Relex Solutions at EUR 5 billion and is the largest funding round raised by a Finnish growth company to date. The funding raised allows the company to continue its growth path by hiring hundreds of developers and experts to grow its technical team that already stands at over 400 people strong. RELEX Solutions is a software company that automates and optimizes supply chain, merchandising, and operational decisions for retailers and consumer packaged goods companies. With the rise of both regulations and corporate initiatives to reduce waste and drive social, economic, and environmental benefits, RELEX Solutions is a key partner for companies to reach their sustainability goals without sacrificing customer experience. Headquartered in Helsinki, Finland, the company employs over 1,300 people globally. Blackstone is the world’s largest alternative investment firm with assets under management of USD 881 billion.

17.2.2022

Helen and the Bank of Åland’s Wind Power Fund Non-UCITS – Acquisition and Funding of Kalistanneva Wind Farm

We acted as the legal advisor of the group formed by Helen Ltd and the Bank of Åland’s Wind Power Fund Non-UCITS as it acquired Kalistanneva wind farm from the French VALOREM group. We advised the group both in the business transaction and in the negotiation of the project funding. The investment in renewable energy is a concrete step in Helen’s path towards its aim of being carbon neutral by 2030 and supports its transition to carbon neutral energy production and to diversified energy system. Helen Ltd is one of the largest energy companies in Finland. In addition to heat, cooling and electricity, it offers solutions for regional and renewable energy, smart buildings and electric transport. Ålandsbanken Funds Ltd manages the investment funds of the Bank of Åland, and the Bank of Åland’s Wind Power Fund is the first Non-UCITS fund in Finland investing in wind power. Kalistanneva wind farm is the second investment of the fund. The VALOREM group is an independent French operator in the field of green energy.

7.2.2022

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

Seraphim Space and Molten Ventures – ICEYE’s USD 136 Million Series D Funding Round

We advised international investors Seraphim Space Investment Trust plc and Molten Ventures on the USD 136 million series D funding round of ICEYE, a Finnish world-leading SAR data provider and expert in NatCat solutions. The round was led by Seraphim Space Investment Trust plc. New strategic investors to ICEYE also include BAE Systems and Kajima Ventures. In addition, Molten Ventures, OTB Ventures, True Ventures, C16 Ventures, Chione Ltd, Services Group of America, the UK’s National Security Strategic Investment Fund (NSSIF), Space Capital and Promus Ventures participated in the funding round. With this latest funding round, ICEYE has raised a total of USD 304 million in financing since 2015. ICEYE owns and operates the world’s largest constellation of SAR satellites and the company has successfully launched 16 satellite missions in total since its first-ever spacecraft was placed into orbit only four years ago. The financing will further accelerate the continued expansion of the world’s largest synthetic aperture radar (SAR) satellite constellation and the growth of ICEYE’s Natural Catastrophe (NatCat) Insights and Solutions offering. Seraphim Space Investment Trust plc (LSE: SSIT) is the world’s first listed fund focused on space technology, investing predominantly to early and growth stage private financed Space Tech businesses. Molten Ventures (LSE: GROW, Euronext Dublin: GRW), formerly Draper Esprit, is one of the most active venture capital firms in Europe, developing and investing in disruptive, high growth technology companies.

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

Finnish Listed Companies – General Meeting Arrangements

In this past general meeting season, we have advised and assisted numerous Finnish companies listed on the official list of the Helsinki Stock Exchange and the First North growth market in arranging their annual general meetings. Our partners have served as chairpersons of annual general meetings, and the experts of our Corporate Governance service have participated in the preparations for and as secretaries of the general meetings and have also supervised the counting of votes and scrutinised the minutes of general meetings held under the temporary act enacted in response to the pandemic. Our task has been to ensure that the general meeting runs smoothly and in accordance with applicable regulation. In the spring of 2021, we particularly advised our clients in organising remote meetings. We also advised unlisted companies. We have supported our clients in their general meeting arrangements for many years.

29.11.2021

Bilot – Acquisition of Share Capital of Motley Agency

We assisted Bilot Plc in its acquisition of the entire share capital of Motley Agency Oy, an expert in business development, digital strategy, design, and software development. The purchase price was paid mainly with Bilot’s shares. The acquisition strengthens Bilot’s position on the market as an end-to-end developer and supplier of digital business and commerce solutions. ‘The acquisition of Motley is a logical step on our systematic growth path to become an end-to-end supplier of world-class digital commerce solutions. As a result of this deal, we complement our offering in digital strategies, and we strengthen our expertise in designing and developing the e-commerce user experience’, says Ville Himberg, CEO of Bilot. Motley is a Finnish company employing 40 people that was established in 2015. Motley’s revenue was approximately EUR 4.1 million and its operating profit was EUR 0.2 million in the 2020 financial year. The company’s revenue in the 2019 financial year was EUR approximately 4.9 million and its operating profit was approximately EUR 0.45 million.

10.11.2021

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

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

3.11.2021

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