Financing & Structural Arrangements

Financing & Structural Arrangements

With our help, you can implement even the more demanding restructurings flexibly and smoothly.

We advise our clients on a wide range of complex financing and structural arrangements in various industries. Our expertise is at your disposal throughout your company’s lifecycle: establishing the company, planning the capital structure and financing, making internal changes in the organisation or merging with another company.

We create effective and innovative solutions for both domestic and international situations. Our considerable expertise, extensive resources and tailored, agile project teams consisting of experts in various fields of business law ensure that the arrangements are carried out in accordance with the clients’ objectives.

Our services include the following arrangements:

Mergers
Demergers
Redemption of minority shares
Conversion of company form
Dissolution of the company
Internal changes in the organisation
Share swaps
Tender offers
Transfers of business
Changes in the capital structure
Establishing a joint venture

Latest references

Multitude – Relocation from Finland to Switzerland

We act as the lead legal counsel in the groundbreaking case of Multitude SE’s (Multitude) proposed relocation from Finland to Switzerland. The first phase of the relocation, involving the transfer of Multitude’s registered office from Finland to Malta pursuant to SE Regulation, was successfully completed on 30 June 2024. In this connection, Multitude’s shares were removed from the Finnish book-entry system and the issuer central securities depository of the shares changed from Euroclear Finland Oy to the CSD operated by the Malta Stock Exchange. In practice, all of Multitude’s shares are now held through Clearstream. In Malta, the company is anticipated to be converted into a public limited liability company under Maltese law, following which it will seek redomiciliation from Malta to Switzerland. Given that Finnish legislation does not allow for direct relocation to a non-European Economic Area country such as Switzerland while preserving the company’s legal personality, the process necessitated a multi-jurisdictional strategy as outlined above. Our mandate encompasses advising Multitude on all aspects governed by Finnish law concerning the proposed relocation and coordinating the work of local legal counsel and various other advisors involved in the project. The process also involved a written procedure to amend Multitude’s existing subordinated capital notes and senior bonds to facilitate the relocation as well as placement of EUR 80 million senior guaranteed notes by a newly established Multitude Capital Oyj. ”The transfer to Malta marks a significant step in Multitude’s journey. This pioneering and complex process has been successfully implemented with the invaluable support of our own team and advisors. Castrén & Snellman has masterfully orchestrated the entire project, ensuring seamless coordination across multiple jurisdictions. We look forward to achieving our next step with the further relocation to Switzerland”, says Jorma Jokela, Multitude’s CEO. Multitude is a fully regulated growth platform for financial technology, employing over 700 individuals across 25 countries. Its shares are listed on the regulated market (Prime Standard) of the Frankfurt Stock Exchange.

MobilePay – Cross-Border Intra-Group Merger

We advised MobilePay A/S (MobilePay Denmark) and its subsidiary MobilePay Finland Oy in a cross-border absorption merger, which was carried out in accordance with the Finnish and Danish Companies Acts. Following the merger, MobilePay A/S will provide services in Finland through a branch office. The establishment of a branch office was part of the group’s objective to reorganise its group structure internationally. The C&S team in this merger consisted of our experts in corporate governance, capital markets and financial regulation and tax and structuring. MobilePay empowers people across the Nordics to share life through joyful exchanges. In Finland, nearly 2 million customers use the MobilePay app. The value of transactions made using the app amounted to almost EUR 2.4 billion in 2021, more than 80% higher than in 2020.

Multitude SE – Conversion into an SE and Relocation of Registered Office from Finland to Germany

We advised Multitude SE (formerly Ferratum Oyj) in a conversion from a Finnish public limited liability company into an SE company earlier this year and we are advising Multitude SE in relocation of its registered office from Finland to Germany. Multitude’s board resolved to approve a transfer proposal on 9 July 2021. The relocation will be carried out in accordance with the Finnish Act on European Company and the SE Regulation. Multitude’s new registered office will be seated in Hamburg and the relocation will take effect at the end of 2021. The final decision on the relocation is subject to approval by the general meeting of Multitude’s shareholders. Multitude is an international provider of mobile banking and digital consumer and small business loans, distributed and managed by mobile devices. Founded in 2005 and headquartered in Helsinki, Finland, Multitude has expanded to operate in 19 countries across Europe, South and North America, Australia and Asia. Multitude SE is listed on the Prime Standard of Frankfurt Stock Exchange.

S-Voima – Ownership Arrangement in TuuliWatti

We advised S-Voima Oy in an ownership arrangement concerning TuuliWatti Oy. In the arrangement, TuuliWatti, which was owned in equal shares by S-Voima and St1 Nordic Oy, demerged into two new companies. Following the arrangement, S-Voima will continue to produce wind power in a fully owned new company called Gigawatti Oy. S-Voima is the S Group’s electricity procurement company. The S Group’s goal is for its operations to be carbon negative by 2025. ‘Achieving our climate goals with respect to renewable energy will take work and investments. Our goal is for our energy production to match our consumption, which is 1 TWh. Our current wind power capacity and project portfolio together with our solar power investments are a good start’, said S-Voima’s Managing Director Mikko Halonen.

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