Insights, News/25 Oct 2022
The Latest News from Our Representative Offices and the Finnish Market
This year has been full of celebration! In addition to our 111th anniversary, we achieved two other exciting milestones: a full decade in bustling New York and the official opening of our representative office in London. Our presence in both leading financial hubs of the corporate world ensures that we are always available to assist our clients in a changing world. We look forward to even more intensive cooperation with the world’s leading law firms, banks, and clients in both cities in coming years.
Our international approach has been recognised by the IFLR, which has awarded us the title of Finland Law Firm of the Year in 2019, 2021 and 2022. Our New York and London rep offices were also featured in The Lawyer’s European and International editions in September and October, respectively. The article discussed how our representative offices in London and New York, which are at the core of our strategy, set us apart from our peers.
What’s the latest in London and New York?
Official opening of the London representative office
We initially signed the lease for the London office all the way back in January 2020, but our plans had to be put on hold for a while. We officially opened our London rep office at the beginning of 2022 and held an opening event at The NED in June with a smaller event at the Finnish Ambassador’s residence in October.
Our vision for London has remained unchanged as we continue to see London – the financial centre of Europe – as the key feeder market for us outside of Finland. We are also very fond of our location next to St. Paul’s Cathedral, which enables us to operate close to where many of our clients and key network members and business partners are located. Please see our full article on the official opening of our London office here.
London office staff and rotation programme
Our vision for our representative office in London involves ensuring that it is properly staffed. Partner Juha Koponen heads the office with the support of a rotating group of six partners representing all of our key practice areas, who are committed to visiting our London office on a regular basis.
We also introduced a short term rotation programme for associates at our London rep office. Seven associates were elected for the inaugural 2022 class, which was made up of our key transactional practices. The programme has proven to be a true success. Their stint in London has given our associates experience working abroad in an international setting and enabled them to establish their own international networks. The programme will continue with further improvements in 2023.
New York office move and relocation of Senior Associate Ken Kraszewski to New York
In August 2022, our representative office in New York relocated to new premises in the iconic Rockefeller Center. In anticipation of increased interest in the US market and a greater inflow of Finnish businesses into the US, our Helsinki-based Senior Associate Kenneth Kraszewski relocated to our New York office until the end of 2022. Kenneth has extensive experience in working with Finnish companies looking to expand or carry out acquisitions in the US. Kenneth has also done a significant amount of capital markets work in Helsinki. Please see our full article here for more information.
Certain market trends and legal developments in Finland
US-Finnish M&A activity expected to remain strong
In recent years, M&A activity involving the US and Finland has been on the rise in terms of both volume and value. While M&A activity declined worldwide in 2020 due to the Covid-19 pandemic, it reached record-breaking heights in 2021. The Nordic region underwent one of the biggest surges in Europe in terms of the volume and number of deals. Although it is unlikely for 2022 to be another record year due to the geopolitical crisis caused by Russia’s invasion of Ukraine, global inflation, and rising interest rates, we expect that Finnish M&A deals will increasingly involve US entities in 2022.
The F-35 programme and Finland’s NATO application bring Finland closer to the US
In terms of the Finnish market, one of the most significant news stories has been Finland’s acquisition of 64 F-35 fighter aircrafts, which includes significant defence-related industrial cooperation between the US and Finnish companies. Combined with Finland’s application for NATO membership, the fighter deal is likely to tilt Finland’s focus on foreign trade even more strongly towards the US. Borenius assisted Lockheed Martin with the F-35 industrial participation in Finland (here).
The public M&A scene welcomes the new Helsinki Takeover Code
The revised Helsinki Takeover Code entered into force on 1 October 2022. In addition to public tender offers on the main market, the Takeover Code now also applies to public tender offers on the First North Growth Market and to listed company mergers. Partner Mia Mokkila served as a secretary of the workgroup (here).
Increased regulatory hurdles expected in M&A deals
- More scrutiny expected for non-EU acquirers. We expect that a growing number of non-EU buyers will likely become subject to either mandatory or voluntary filing requirements. This is due to recent events, including the supply issues witnessed during the COVID-19 outbreak and the deterioration of Finland’s security environment, which will lead to a more stringent application of the Finnish Act on the Monitoring of Foreign Corporate Acquisitions.
- Lower filing threshold proposed for Finnish merger filings. A new government bill has proposed for the Finnish merger filing thresholds to be significantly lowered, so that a Finnish filing would need to be made when (i) the parties’ combined turnover generated in Finland exceeds EUR 100 million and (ii) the turnover generated in Finland of at least two of the parties exceeds EUR 10 million per each party.
Recent key references
If this were one of the past few years, our references would include many recent IPOs on the Finnish market. Although the capital market volume, both ECM and DCM, is down particularly for IPOs and high-yield bonds at this moment, the market has held up quite well in the field of M&A (both private deals as well as public to private transactions), real estate transactions, and growth and bank financings. As such, the current market situation is well reflected in our latest references.
- Danske Bank A/S and OP Corporate Bank plc: We advised Danske Bank A/S and OP Corporate Bank plc as lenders on their EUR 500 million green term loan for Neste Oyj
- Sievo Oy: We advised Sievo Oy and its founders on the company’s Series A round of financing in which Susquehanna Growth Equity invested USD 44 million in Sievo
- Oma Savings Bank: We advised Oma Savings Bank Plc (“OmaSp”) on the issue of an unsecured senior-term bond of EUR 150 million
- The State of Finland: We advised the State of Finland on the EUR 2.35 billion bridge financing for Fortum Corporation that the State issued in response to turbulence in the Nordic electricity derivatives market
- Partners Group: We advised the Partners Group on the acquisition of a logistics portfolio from Mandatum Asset Management
- SRV: We advised SRV on the reorganisation of the company’s financing in connection with the write-down of its Russian and Fennovoima assets totalling EUR 141.2 million
- Netflix, Inc.: We advised Netflix, Inc. on its EUR 65 million voluntary recommended public cash tender offer for Next Games Corporation
For a more comprehensive list of completed client projects, please see our references.
Please do not hesitate to contact our New York and London specialists if you have any business inquiries that involve an international dimension. Borenius has extensive experience and a strong track record in assisting Finnish companies from start-ups to large publicly listed companies with entry and expansion in the United States. Our other comprehensive expertise in cross-border transactions as well as our strong international networks and our experts at both our representative offices and in Finland are always glad to assist you.