Thinking Ahead Since 1899
Transaction Powerhouse Sale of Parmaco to a group of investors led by Terra Firma We advise MB Funds on the sale of Parmaco, the leading Nordic provider of high-quality movable rental space, to a group of investors led by Terra Firma and including Metric Capital and Sun Hung Kai & Co. Limited. The transaction is expected to be closed by the end of 2018. Parmaco’s rental fleet currently consists of 254 movable buildings in Finland and Sweden. Parmaco designs, builds and rents pre-fabricated high-quality modular buildings primarily to municipalities in Finland and Sweden for use as day-cares and schools, but also as nursing homes and office space. During MB Funds’ ownership Parmaco’s rental fleet has increased over sixfold. The company has two production sites in Finland as well as several production partners in the Baltics and Sweden. Parmaco’s revenue in 2017 was €101 million. MB Funds, founded in 1988, is a leading Finnish private equity firm with extensive track record and experience. MB Funds has managed over €0.5 billion in investments into approximately 40 high-quality medium sized companies in Nordics. The investors in MB’s funds have been primarily Finnish institutional investors. Founded in 1994, Terra Firma is one of Europe’s leading private equity firms and has invested over €17 billion of equity. Metric Capital provides private capital solutions to European Small-to-Medium (SME) companies. Sun Hung Kai & Co. Limited is an investment firm headquartered and listed in Hong Kong with approximately €5 billion assets under management.
Transaction Powerhouse Acquisition of Natural Gas Distribution and Sales Business We advised Auris Kaasunjakelu and Suomen Kaasuenergia, portfolio companies of SL Capital Partners, on their acquisition of Lahti Energia’s natural gas distribution network operations and natural gas sales business. The acquired natural gas distribution business is one of the largest natural gas DSOs in Finland. We advised on the financing of the acquisition and negotiated and prepared the acquisition finance documentation with OP Corporate Bank and SEB and dealt with shareholder funding issues in connection with the acquisition. We also advised on the regulatory and competition law aspects of the project. Auris Kaasunjakelu owns and operates gas distribution networks and Suomen Kaasuenergia sells biogas and natural gas in 13 areas in Finland and together with their other group companies they form the largest gas DSO and retail gas sales business in Finland. The group was founded in June 2015 when SL Capital Partners, a subsidiary of Aberdeen Standard Investments, acquired Gasum Paikallisjakelu Oy and Helsingin Kaupunkikaasu Oy from Gasum. We advised SL Capital Partners also in that transaction, which was the largest energy transaction in Finland in 2015. This transaction strengthens D&I's position as leading Finnish law firm in cross-border energy transactions.
Transaction Powerhouse Acquisition of Folksam Non-Life Insurance Company We advise Fennia Mutual Insurance Company in its acquisition of Folksam Non-Life Insurance Company from Folksam, Veritas and Aktia Bank. Folksam Non-Life Insurance Company's premium income is approximately EUR 76 million. It has about 95,000 customers and 200 employees. Fennia provides statutory and voluntary non-life insurances to companies, entrepreneurs and households. The acquisition supports Fennia's growth strategy and strengthens Fennia's position on the Finnish non-life insurance market by creating an insurer with 380,000 private and corporate customers.
Innovation Powerhouse Helping create a new data-driven business for a leading clean-energy company We represent Fortum in the development of its smart building and sustainable living services. The Smart Living concept is a flagship in the company's service offering and is expected to shape how data driven building services are provided throughout the Nordics. We have worked closely with Fortum from the very beginning of its service development and advise them in matters related to Smart Living and the development of new contracting procedures. Fortum has taken an exceptionally strong stance on privacy by design and transparent data processing. This stance reflects throughout its service development lifecycle and how all partnerships related to Fortum's services are established and maintained. As a result, Fortum expects highly reliable, solution-oriented, business minded and long-term advice from its legal advisers. As part of the work, we have provided continuous and detailed guidance on accountable service development, including a broad range of impact assessments and privacy issue evaluations, and assisted in the partnership negotiations related to the service. Fortum is a leading clean-energy company developing and offering solutions for its customers in electricity, heating, cooling, as well as solutions to improve resource efficiency. They also provide services for the power generation industry and solutions for consumers. Fortum has operations in 10 countries, with approx. 8,800 employees. Sales in 2017 amounted to EUR 4.5 billion. Fortum's share is listed in NASDAQ OMX Helsinki.
Dispute Powerhouse Cross-border M&A-related arbitration We successfully acted for Fonecta, the biggest B-to-B service provider of digital sales and marketing solutions in Finland, in a cross-border M&A-dispute. The dispute involved arbitration proceedings and court proceedings in several courts as well as interim measures. The substance of the dispute related to the scope of the transaction and involved complex issues concerning the right to use intellectual property rights on the internet.
Innovation Powerhouse ICT, Cloud Service, FinTech and GDPR projects with a major Finnish bank We have recently represented Aktia in several cloud service agreement negotiations and other ICT deals (during the spring of 2018) where the counterparties have been all well-known US based technology and cloud services giants. We have also been actively involved in Aktia's GDPR projects and contract drafting and negotiations with various service providers. We assisted also with Aktia Wallet, a digital wallet that enables customers to keep track of their cards and transactions and provides secure payment solutions. Our expert resources have also worked on-site at the client's head office and we have strongly supported Aktia's legal team with their day-to-day legal and contractual matters. Aktia Bank Plc is one of the listed Finnish banks, offering a range of solutions in banking, asset management, insurance and real estate, and has approximately 380,000 customers who are served from about 40 branch offices. Aktia is currently involved in business critical ICT transformation projects.
Dispute Powerhouse Contractual liability maritime dispute We represent several international insurance companies and ship owners against a leading global provider of marine and energy solutions and services in a multi-million euro maritime dispute concerning the supply of propulsion systems to the tankers. The case involves a multitude of cross-border elements, highly complex technical issues and legal arguments relating to the tort liability.
Catching Up with Kati Levoranta of Rovio30 Jun 2015 Before joining Rovio Entertainment Ltd. as their Chief Legal Officer in 2012, Kati has worked in-house at Valio, Pöyry, Nokia and Nokia Siemens Networks. However, she started her legal career at Dittmar & Indrenius in 1996 after being trained at the bench at Tampere District Court and graduating from the University of Turku in 1995. Q: What made you first want to go in-house? I didn’t have any prefixed long-term plans regarding my career. The only thing I was sure of was that I definitely wanted to do post-graduate studies abroad. After my LL.M year at Columbia Law School, I joined Valio as their legal counsel.The first thing that inspired me in being an in-house lawyer was the close co-operation with business people, the feeling of ownership of projects - the satisfaction of achieving business goals, together as a team. The other thing I loved was melting into the heterogeneous group of professionals with varying backgrounds. It’s very different from working with attorneys only, I can tell you! The third thing I enjoyed from the very beginning was the speed at which things have to be done in order to keep the wheels turning. As an in-house lawyer you do your best mitigating risks and then you just go ahead. That suits me very well.The six years at Valio were an amazing learning experience. The time was formative in a sense that I learned to appreciate some of my personality traits as character assets in the business world, which was an important eye-opener from career perspective. Q: What’s the best thing about working at Rovio? For me, that every day is different. There is no such thing as a typical day at Rovio. Instead of routines, there’s always a sense of inspiration and excitement behind the corner. One day we may be negotiating with Hollywood stars and the next day we’re hosting high level governmental officials from the Republic of China in our offices in Espoo. There’s an immense spectrum of things that can land on my desk and I love it. And it doesn’t hurt that I’m a huge fan of our products! There’s always a sense of inspiration and excitement behind the corner. Q: What legal issues or challenges have you got coming up on the horizon? Regulatory issues in the gaming industry are constantly on our radar. We constantly need to be thinking ahead and to predict the direction of the industry regulation in order to be able to turn the tables, if necessary, and prevent any slowing of our own business. Q: In your free time, what are you reading at the moment? I have just been reading a truly fantastic book “Anatomy of winning” (Voittamisen Anatomia) by the famous sports surgeon Dr. Aki Hintsa, best known for his work with Olympic athletes and Formula 1 pilots. According to Hintsa’s philosophy, one needs a foundation of holistic wellbeing for being able to deliver optimal performance. Hintsa’s book strongly resonates with my own beliefs that are based on my personal experience. As a former tennis player, different kinds of sports have always been the most natural way of supporting my wellness and, subsequently, my ability to give my very best professionally. Last year, I started training triathlon. I’m going to my first triathlon competitions in Finland this summer and to Mallorca in early fall. While training, there have been moments when I’ve felt completely beaten physically but, at the same time, mentally crystal-clear and joyful, almost invinsible. I recommend reading Hintsa’s book and acting accordingly. Maintaining good physical condition through doing sports regularly and resting well helps dealing with stress and gives boost when it’s needed.
Kari Lautjärvi, What Is the Hot Topic in the Finnish Finance Markets?30 Jun 2015 Partner Kari Lautjärvi co-heads the Corporate Advisory, Compliance & CSR team at Dittmar & Indrenius. In addition to his advisory and finance work, he is an active spokesperson for pro bono activities in the Finnish legal market. He also recently defended his doctoral thesis on Mezzanine Finance Instruments. Q: Kari, you have taken an active interest in pro bono work, tell us more about that.My interest for pro bono work woke up in the 1980s when I was studying at Harvard Law School. At that time pro bono work was already an essential part of the activities in American Bar Association and of major law firms in the United States. Later on, when I became the President of the Finnish Bar Association, I advocated the implementation of pro bono activities in the Association and in Finnish law firms. A great deal of pro bono activities support the maintaining and developing the rule of law. Pro bono work fits very well in the business of law firms, since one important aspect of legal practice is to maintain and develop the rule of law, and a great deal of pro bono activities support this purpose. A good example is Crisis Management Initiative, one of Dittmar & Indrenius’ key pro bono clients, whose purpose is to prevent and resolve conflicts and support sustainable peace around the world. Pro bono activities are an essential part of Dittmar & Indrenius ́ corporate culture and an important element in the professional and personal development of our lawyers. Q: You defended your doctoral thesis on Mezzanine Finance Instruments at the University of Helsinki this spring. Tell us about the theme of your thesis. The key theme is the corporate management’s responsibilities towards the creditors in context of the Finnish company law. As to the financial instruments themselves, my focus is on their factual nature and content rather than their pure legal form. Albeit typically structured as debt instruments, mezzanine instruments are often more akin to equity by virtue of their characteristics. The implementation of the IFRS in Finland has emphasised substance-based evaluation in defining the difference between equity and debt in company accounts. However, from the perspectives of the Finnish company, accounting and tax law, the legal character and status of equity and debt instruments may differ or conflict with one another. Mezzanine finance instruments are a form of hybrid capital. Companies issue mezzanine instruments primarily for the purposes of achieving tax benefits, improving the company ́s solvency and credit ratios as well as facilitating the company ́s capital funding or decreasing capital expenditure. Mezzanine instruments may contribute to the improvement of risk management for companies and their investors as well as increased profits for the investors. They also provide an alternative financing method for companies, their shareholders and other investors by mitigating their conflicting interests. In my thesis I analyse various types of mezzanine instruments and the structure of the applicable Finnish legal rules. The thesis is published as a book “Välipääomarahoitusinstrumentit” by Talentum. Q: What are the current hot topics in the Finnish finance markets? It is a general development in the financial markets in Finland that corporate bonds, mezzanine instruments and other market-based financial instruments are replacing traditional bank financing. A good example of this is the recent acquisition of the Finnish forestry company Kotkamills from OpenGate Capital where we advised the acquirer, MB Funds. An interesting element of the acquisition was the combination of equity, mezzanine and high-yield bond financing into a single financing package. Although the use of high yield bonds governed by Finnish law as an alternative to bank financing has been relatively rare, case Kotkamills showed that diversity of funding sources and flexibility in creating financing solutions will lead to more efficient outcomes and can bring substantial benefits in capital structure optimising.
D&I Quarterly Q3/201530 Jun 2015 Welcome to our renewed D&I Quarterly. It brings together a selection of our experts’ articles and interviews published during Q3. D&I Quarterly is dedicated to inspire, stimulate discussion and think ahead for your benefit. In this issue we discuss a variety of topical legal news and trends such as arbitration, dividend withholding tax developments, public procurement reform and proposed 3D real estate registration. We also share some thoughts of D&I Partner Kari Lautjärvi on the current hot topic of Finnish finance markets and catch up with D&I Alumna Kati Levoranta of Rovio. We are dedicated to inspire, stimulate discussion and think ahead for your benefit. Read the e-replica here.