Takeover Defence Strategies

Takeover Defence Strategies

Stock market fluctuations and lack of major shareholders can make a public company an easy target for hostile takeover.

In a takeover, the acquirer can seek to increase its control in the target company by increasing its shareholding using different strategies. A takeover can take place in mutual understanding with one or more major shareholders but also without their contribution. Shareholders may then have varying interests and seek to identify ways to respond to this situation.

We have extensive experience supporting boards of directors and major shareholders of target companies in takeover attempts and have assisted clients in developing various strategies to successfully respond to takeover bids in the desired manner.

Latest references

OP-Public Services Real Estate Fund – Sale of seven preschool properties

We are assisting OP-Public Services Real Estate Fund in the sale of seven preschool properties to Kinland AS. The transaction value is approximately EUR 24 million, and the majority of the properties are located in the Greater Helsinki area. The portfolio comprises high-quality assets with EPC ratings of A or B, with most properties achieving the highest rating of A. The properties are leased to one of the sector’s leading private operators under lease agreements with a weighted average unexpired lease term of approximately 10 years. The transaction is expected to close on 18 December 2025.

CapMan Growth – Investment in restaurant chain Factory

We are assisting CapMan Growth in making a significant investment in Factory, a Finnish restaurant chain known for its high-quality homemade meals and excellent value for money. The investment supports Factory’s ambitious growth strategy to expand nationwide and strengthen its presence also in shopping centres. Industry veteran Aku Vikström also joins as a co-investor and member of the board to support the company. Factory is a restaurant chain that specialises in high-quality homemade meals. In addition to buffet offerings, Factory provides catering services for meetings and events. All dishes are prepared in Factory’s own restaurant kitchens by the restaurants’ own chefs, and the menu focuses on diverse, high-quality home cooking. The company currently operates 22 restaurants in Southern Finland and employs around 200 people. CapMan Growth is a leading Finnish growth investor that makes significant investments in entrepreneur-led growth companies with turnover of €10–200 million. CapMan Growth is part of CapMan, which is a leading Nordic private equity investor engaged in active value creation work. CapMan has been listed on the Helsinki Stock Exchange since 2001.

Neste – EUR 500 million refinancing arrangement

We advised Neste Corporation on the refinancing of its EUR 500 million term facility by way of two EUR 250 million bilateral term facilities provided by OP Corporate Bank plc and Danske Bank A/S, Finland Branch. Each term facility has a maturity of three years with extension options.

Prisma Properties – Sale and leaseback of ten grocery retail properties

We are assisting Prisma Properties AB in a sale and leaseback arrangement with Kesko Oyj comprising ten grocery retail properties. The transaction value is approximately EUR 59 million, and the properties are located in Sastamala, Jyväskylä, Lappeenranta, Vihti, Oulu, Saarijärvi, Liminka, Imatra, Loviisa, and Eurajoki. As part of the arrangement, the properties are leased back to Kesko Oyj under lease agreements with a weighted average lease term of 11.6 years. The portfolio includes well-known store concepts such as K-Citymarket, K-Supermarket, and K-Market.

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