Viola Valtanen

Senior Associate, Member of the Finnish Bar

Services

  1. Capital Markets & Financial Regulation
  2. Corporate Governance
  3. Public M&A

Contact details

I specialise in capital markets and corporate governance. I have wide-ranging experience of capital markets transactions such as IPOs, offerings of equity and debt financial instruments as well as public tender offers. In addition, I provide advice in regulatory matters, such as insider and disclosure matters and general corporate governance. I also specialise in mergers and acquisitions, particularly in regulated transactions involving public listed companies and financial institutions.

Latest references

Boreo – Issue of EUR 20 million hybrid bond and tender offer of hybrid bond issued in 2022
We advised Boreo Plc and OP Corporate Bank plc in the issue of a EUR 20 million hybrid bond for Boreo and in the tender offer of a hybrid bond issued by Boreo in 2022. Boreo intends to use the proceeds from the issue for the tender offer of the hybrid bond issued in 2022 and for general corporate purposes. Boreo is a company listed on Nasdaq Helsinki that creates value by owning, acquiring and developing small and medium-sized companies in the long-term. Boreo’s business operations are organised into two business areas: Electronics and Technical Trade.
Case published 25.3.2024
Efecte – European 24 Bidco’s public tender offer on Efecte
We are acting as the legal advisor to Efecte Plc in European 24 Bidco Oy’s voluntary public cash tender offer for all outstanding shares and options in Efecte. The tender offer values Efecte’s total equity at approximately EUR 100 million. European 24 Bidco is directly wholly owned by Matrix42 Holding GmbH. Matrix42 Holding is the holding entity of the Matrix42 Group, which provides innovative software solutions for digital workspace management. Matrix42 Holding is owned by funds advised by Corten Advisors UK LLP, a private equity firm. The combination of Efecte and Matrix42 Holding is expected to enable both companies and their respective customers to benefit from complementary product capabilities over time and to increase the scale, talent and capital of both companies to pursue and accelerate their growth ambition. Efecte’s shares are admitted to trading on First North Growth Market Finland. Efecte helps people digitalize and automate their work, and customers across Europe leverage Efecte’s cloud service to operate with greater agility, to improve the experience of end-users, and to save costs.   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. The tender offer is currently expected to be completed at the end of the first quarter or at the beginning of the second quarter of 2024.
Case published 18.1.2024
Purmo Group – Issue of EUR 60 million green hybrid bond
We advised Purmo Group Plc in the issue of a EUR 60 million green hybrid bond. The rationale for the issue is to ensure funding for Purmo Group’s strategy acceleration programme. In connection with the issue, Purmo Group published a green finance framework to integrate the company’s sustainability ambitions into its funding. The net proceeds from the issue will be used in accordance with Purmo Group’s green finance framework. Purmo Group is a leader in sustainable indoor climate comfort solutions in Europe. Purmo Group provides complete heating and cooling solutions to residential and non-residential buildings, including radiators, underfloor heating, heat pumps, towel warmers, valves and controls.
Case published 17.2.2023
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.
Case published 10.1.2023
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.
Case published 3.11.2022
Lifa Air – Listing on First North
We advised Lifa Air Plc in its listing on Nasdaq First North Growth Market Finland. The company raised gross proceeds of approximately EUR 7.7 million in the initial public offering that consisted of public, institutional and personnel offerings. After the IPO, the company has over 1,100 shareholders. ‘The listing and the funds raised through the IPO will support us in implementing our growth strategy. Many things create demand for Lifa Air’s products, ranging from the pandemic with no foreseeable end, new airborne diseases and pathogens, the increase of air pollutants and an increasingly poor quality of indoor air as well as geopolitical threats’, says Vesa Mäkipää , CEO of Lifa Air. Trading in Lifa Air’s shares began on First North on 20 April 2022. Lifa Air is a Finnish technology company established in 1988 and headquartered in Helsinki. It offers solutions for clean breathing air. Lifa Air’s business is divided into three business segments: air purifiers, respirators and medical face masks, and ventilation hygiene products.
Case published 21.4.2022
WithSecure – Directed share issue raising of 77 million euros in an accelerated book-building offering
We assisted WithSecure Corporation, previously known as F-Secure Corporation in a successful accelerated book-built share issue to selected institutional investors announced on 23 March 2022. The offering comprised 15,800,000 new shares in the company and it was organised by Carnegie Investment Bank AB, Finland Branch. The offering attracted strong domestic and international demand from more than 50 high-quality institutional investors. WithSecure received gross proceeds of approximately EUR 77 million as a result of the offering. The company intends to use the proceeds from the offering to finance the implementation of the growth strategy relating to its corporate security business.
Case published 29.3.2022
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.
Case published 17.2.2022
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