4.12.2023

Sustainability an increasing part of board duties

The European regulatory framework of corporate sustainability is taking shape at a rapid pace. Sustainability regulation changes both corporate sustainability reporting and corporate sustainability due diligence. The scope of corporate sustainability is expanding, forcing companies to take responsibility for and report on their whole value chain, not just their own operations.

The Finnish legislation on sustainability reporting will enter into force at the turn of the year, affecting the operations of large listed companies and other large public-interest entities. Companies must publish their first sustainability report under the new standards in the spring of 2025 as part of their annual report, and it is the board’s duty to ensure that the report is properly drafted and its correctness appropriately verified.

Transparent sustainability reporting will pave the way towards the upcoming Corporate Sustainability Due Diligence Directive. The CSDDD would hold large companies liable for the negative impacts of their operations and value chains. Companies would have to identify, prevent, mitigate and correct the negative impacts of their operations on a practical level, and the board would, for its part, be responsible for the execution of due diligence measures.

The EU’s regulatory projects raise the question whether the Union is being too ambitious. The governing idea seems to be that others will follow in Europe’s footsteps. It remains to be seen whether this will actually happen or whether Europe will end up going its separate way.

Nevertheless, with the inevitable arrival of corporate sustainability reporting and due diligence, company boards have an excellent opportunity to put the report data into use and assess how the business operations could promote sustainability targets while also accounting for growth and profitability. Sustainability reports can be expected to become a key criterion in assessing a company’s attractiveness for investors. In the capital markets, the possibilities brought on by sustainable practices are as essential to a company’s equity story as the practices themselves.

Right now, the key thing is to ensure that the channels for gathering data for the reports are in place, allowing the company to draft a report by the deadline. Even if a company is not yet subject to the new obligations, it is a good idea to prepare for transparent reporting – and perhaps draft a standardised sustainability report as a test run.

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 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. 
Case published 10.11.2022