Public Takeovers & Tender Offers

Public Takeovers & Tender Offers

Public takeover bids are highly regulated processes that put the spotlight on the diligence of both the bidder and the target. The bidder must ensure the equal treatment of shareholders and comply with insider regulations, while the board of directors of the target must at all times promote the interests of all shareholders.

We are an experienced and reliable partner for you at every stage of this multi-step process. We participate actively in drafting legislation and guidelines in this field, for example, the new Finnish Securities Markets Act and the Helsinki Takeover Code.

  • Advice and process management relating to public takeover bids
  • Drafting bid documentation
  • Insider matters
  • Disclosure and flagging notifications
  • Guidelines in the event of takeover situations

We regularly assist companies considering making takeover bids and target companies.

The Legal 500, IFLR1000, Chambers Europe and Chambers Global rank our services among Finland’s best.

Latest references

We are acting as the legal advisor to Purmo Group Plc in Project Grand Bidco (UK) Limited’s voluntary public cash tender offer for all the issued and outstanding shares in Purmo Group. The tender offer values Purmo Group’s total equity at approximately EUR 392 million. Project Grand Bidco (UK) Limited is a special purpose vehicle incorporated and existing under the laws of England and Wales that will be indirectly owned by a consortium formed for purposes of the tender offer of certain affiliated funds of Apollo Global Management, Inc. and its subsidiaries, and Rettig Oy Ab. The consortium intends to support the development of Purmo Group with industrial expertise, and the planned tender offer is expected to accelerate the implementation of Purmo Group’s growth strategy. Purmo Group’s class C shares are listed on the official list of Nasdaq Helsinki. Purmo Group is at the centre of the global sustainability journey by offering full solutions and sustainable ways of heating and cooling homes to mitigate global warming. Purmo Group provides complete heating and cooling solutions to residential and non-residential buildings, including underfloor heating and cooling systems, a broad range of radiators, heat pumps, flow control and hydronic distribution systems, as well as smart products. 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 second quarter or at the beginning of the third quarter of 2024.
Case published 26.4.2024
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
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
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