Spin-offs, Divestments and Demergers of Public Companies

Spin-offs, Divestments and Demergers of Public Companies

Spin-offs, divestments and demergers of public companies are efficient means available to owners and managers for arranging assets, improving profitability or focusing operations on core competencies.

We are the trusted partner of managers and major shareholders of listed companies in demanding share transactions that involve the disposal of publicly listed shares through a demerger or spin-off of operations.

We have a strong foothold in the financial sector. Our team consists of leading legal experts with extensive experience in public M&A transactions. To help our clients succeed in even the most complex and demanding arrangements, our capital markets and transaction lawyers work closely with our firm’s experts in corporate governance, competition law, banking and finance, tax law, and employment law. Our legal advice is ranked among Finland’s best.

Our services include:

Demergers and partial demergers
Spin-offs
Divestments of material business operations of public companies

Latest references

KLP – Acquisition of a majority stake in Elisa Videra through a combination with MVC

We are acting as Finnish legal advisor to KLP Vermögensverwaltungs in a combination of its German subsidiary MVC Mobile VideoCommunication with Elisa Videra, a subsidiary of Elisa Corporation, through a share swap. KLP Vermögensverwaltungs will have a 62.5% holding and Elisa Corporation a 37.5% holding in the combined MVC Videra. The transaction is subject to authority approval in Finland and the estimated closing is in December 2023. In 2023, MVC Videra’s combined turnover is expected to be around EUR 45 million with a total of around 150 employees.

Reka Industrial – Sale of Reka Cables to Nexans Group

We are acting as the legal advisor to Reka Industrial Plc in the sale of its wholly owned subsidiary Reka Cables Ltd, which operates the cable business of Reka Industrial. The purchase price of the shares is EUR 53 million and will be paid in cash. According to the Finnish Accounting Standards, the net debt of Reka Cables at the end of September 2022 was EUR 6.5 million. The completion of the transaction, conditional on the approval of the Extraordinary General Meeting of Reka Industrial and approvals by competent regulatory authorities, is expected to take place during the first half of 2023. Reka Oy, representing in aggregate 65.36% of the voting rights in Reka Industrial, has irrevocably undertaken to vote in favour of the transaction at the Extraordinary General Meeting. Reka Cables is the largest Finnish-owned cable manufacturer, which has been at the forefront of the cable industry for more than 60 years. Reka Cables provides durable, high-standard cable solutions for renewable energy production, network construction and industry as well residential and office construction. Reka Cables has approximately 270 employees, and the turnover in 2021 was EUR 134 million.

Evli Bank and Evli – Evli Bank’s Demerger Into Evli Plc and, Through Merger With Fellow Finance, Fellow Bank

We advised Evli Bank Plc in a complex arrangement between Evli and Fellow Finance Plc, in which Evli demerged into a new asset management group, Evli Plc, and a company that will carry on Evli’s banking services and into which Fellow Finance merged. The arrangement was carried out through a partial demerger of Evli Bank and an absorption merger in which Fellow Finance merged into the remaining part of Evli Bank immediately after the demerger. The new company created through the merger that will continue the banking services was named Fellow Bank Plc. As part of the arrangement, we advised Evli Bank Plc in particular in the demerger and merger processes as well as with respect to related prospectuses and authorisations, registrations and approvals required for the completion of the arrangement. The completion of the arrangement required, among other things, approvals and registrations from the Finnish Financial Supervisory Authority, the European Central Bank and the Finnish Trade Register. The completion of the arrangement also required that Evli Plc’s class B shares be listed on Nasdaq Helsinki. In connection with Evli Bank’s change to Fellow Bank, Evli Bank’s class A shares and class B shares were converted into one listed share class. In addition, Fellow Bank’s capital position was strengthened with a directed share issue. The arrangement resulted in a new Evli, which will focus on wealth management and advisory services, and Fellow Bank, which is based on a scalable and digital service concept. The arrangement further improves opportunities to grow both banking services and wealth management as independent businesses.

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.

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