Capital Markets & Public M&A

Borenius Capital Markets and Public M&A practice group assists shareholders, issuers, underwriters and arrangers in all equity and debt securities offerings, from IPOs, listings and rights offers to investment grade and high-yield bonds. We also advise bidders, target companies and financers on tender offers and other Public M&A transactions, together with our Corporate Advisory, M&A and Private Equity, and Banking & Finance practices.

Chambers Europe | 2020
“Very service-minded, focused on finding solutions and interested in getting the deal done.”

 

Chambers Europe | 2019
Highly appreciated for its drive to support its clients in a solution-oriented and service-minded fashion.”

Many of our assignments have a cross-border element, and we work closely with top law firms located in London, New York and the other Nordic countries. We have advised Finnish entities on making plans for dual listings or listings and securities offerings on foreign markets. Securities market regulations are in constant flux and evolving at an increasing pace. Our team stays abreast of developments in Finland and globally, and we maintain close contact with domestic and international participants in capital market transactions. We have dual-qualified (Finland and New York) capital markets attorneys resident at our Helsinki and New York offices. We are also top ranked by all leading legal directories, such as IFLR1000 (in both equity and debt capital markets), the Legal 500, Chambers Global and Chambers Europe.

IFLR1000 | 2019

“It provides very good services to the client in a very fast way and always with a very good business view.”

 

IFLR1000 | 2020

“They provide excellent advice and I believe they are among the strongest players in the capital markets law field in Helsinki. Good know-how of regulation and further understanding of investment banks procedures and market practice in Finland.”

 

Legal 500 | 2019

“Very responsive and helpful practice.”

Equity Capital Markets and Public M&A Transactions

In equity capital markets and public M&A transactions, we have particular experience in IPOs, public tender offers and accelerated bookbuildings. Over the last few years, we have also worked on a number of dual track projects where our seamless cooperation with our M&A and Private Equity practice has generated synergies for both sides involved in the exit process. Our Capital Markets team also provides clients with legal advice and analysis about the option of a future listing, and together with our Corporate Advisory, Banking & Finance and Tax practices, we are able to help clients in their preparations for listing well in advance.

We advise issuers and shareholders on complex secondary market transactions and offerings that are often part of a larger restructuring, acquisition or financing arrangement. Our lawyers offer crucial day-to-day advice to listed companies and their shareholders and managers on the many facets of securities law, including advice on disclosure and insider rules.

Legal 500 | 2019

Noted for its ‘strong equity capital markets (ECM) background.’

 

Initial Public Offerings

We have a solid market share of the Finnish IPOs completed since 2015, having acted as either the issuer’s, selling shareholders’ or the underwriters’ counsel in 23 IPOs completed between 2015 and 2020, which means that we have been involved in roughly 40% of the Nasdaq Helsinki listings in the last six years. Our success has had a number of high-profile and novel transactions, including the largest IPO of the millennia in Finland as well as the first privatisation of the Finnish state in 20 years.

IFLR1000 | 2018

“Borenius consistently provides top-level work. They are always available and very easy to work with. I have worked a lot with Borenius, very much enjoy our cooperation and expect to continue to work with them.”

We have recently advised on the following completed initial public offerings:

  • Advised Nanoform Finland Plc on its EUR 88 million Nasdaq First North Premier Finland & Sweden IPO (2020).
  • Advised the joint global coordinators on Musti Group Plc’s EUR 182 million Nasdaq Helsinki main market IPO (2020).
  • Advised EAB Group Plc on its listing on Nasdaq Helsinki main market (2019).
  • Advised LeadDesk Plc on its EUR 6 million Nasdaq Helsinki First North IPO (2019).
  • Advised Oma Savings Bank Plc on its EUR 35 million Nasdaq Helsinki main market IPO (2018).
  • Advised Fellow Finance Plc on its EUR 20 million Nasdaq Helsinki First North IPO (2018).
  • Advised Nixu Corporation on its listing on Nasdaq Helsinki main market (2018).
  • Advised the joint global coordinator and bookrunner on VMP Plc’s EUR 34 million Nasdaq Helsinki First North IPO (2018).
  • Advised State of Finland as the sole seller on the EUR 172.5 million the Initial Public Offering of Altia Plc (2018).
  • Advised Harvia Plc on its EUR 58 million Nasdaq Helsinki main market IPO (2018).

 

Public M&A Transactions

Borenius has a long history of representing bidders, majority owners and target boards, as well as financers, in takeover situations. Many of these transactions were the first of their kind on the Helsinki market at the time, e.g., acting for the bidder in a PE driven take private, acting for the target board in a hostile bid and a “roll over” take private transaction with existing majority owners. In addition, our services include advising in takeover financing, public companies’ mergers, demergers and acquisitions as well as tax advisory (both structuring and contentious), and squeeze out litigation. We combine knowledge of our experts from all relevant practices to meet the needs of each client’s unique transaction, including Capital Markets, M&A & Private Equity, Banking & Finance, Tax, and Disputes.

IFLR1000 | 2018

“The corporate and finance teams at Borenius did a remarkable job for us in connection with a difficult cross-border going-private transaction without specific precedent in the marketplace. Their ability to give practical, commercial advice was key to achieving the client’s objectives.”

Certain recent take-over references:

  • Advising the Mandated Lead Arrangers on the Public Takeover of Ahlstrom-Munksjö Oyj.
  • Advised Nordea Bank Abp as local financial advisor to Outotec Oyj and provider of EUR 1.55 billion back-up facilities for Metso Corporation in connection with the combination of Metso Minerals and Outotec.
  • Advised Barclays and Nordea as the lenders on CVC’s (Mehiläinen) cancelled add-on take private acquisition of Pihlajalinna.
  • Advised Morgan Stanley and Goldman Sachs as financiers of EVRY on the Tieto-EVRY merger.
  • Advised Nordea on the Metso Outotec combination as the arranger of EUR 1.55 billion back-up facilities for Metso in addition to advising Nordea as the financial advisor to Outotec.
  • Advised Deutsche Bank AG on EUR 1.5 billion bridge financing for Loxam S.A.S. in connection with the tender offer of Ramirent Plc.
  • Advised Nasdaq Helsinki listed Yleiselektroniikka Oyj as the target in connection with the mandatory tender offer by Preato Capital AB.
  • Advised Nasdaq Helsinki listed PKC Group Plc as the target in connection with the EUR 547 million recommended tender offer by Motherson Sumi Systems Limited.
  • Advised CapMan Plc as the offeror in connection with the successful EUR 118 million tender offer of Norvestia Plc, a share exchange deal between two Nasdaq Helsinki listed companies.
  • Advised Madison Dearborn Partners as the offeror in connection with the successful EUR 315 million tender offer of Powerflute Oyj, a Finnish company listed on the AIM list of the London Stock Exchange.
  • Advised Renideo Holding Oy as the offeror in connection with the successful EUR 56 million tender offer of Oral Hammaslääkärit Plc.

Other recent Public M&A references:

  • Advised LeadDesk Oyj on the acquisition of Loxysoft AB.
  • Advised Harvia Plc on acquiring the majority share of the German EOS Group.
  • Advised the board of Yleiselektroniikka Oyj on the acquisition of Machinery Group Oy from the common main owner Preato Capital AB.
  • Advised Nasdaq Helsinki listed Componenta Plc on acquiring the entire share capital and capital loans of Komas Oy, a machining operations company, from the funds managed by CapMan, Fortaco and certain minority shareholders. The purchase price consisted of 60 million shares issued by Componenta.
  • Advised Nasdaq Helsinki listed CapMan Plc on acquiring the controlling shareholding (approximately 60% with a call option to acquire the full 100%) in JAM Advisors Oy, a software tech driven reporting, analysis and wealth management firm. The purchase price was paid with newly issued CapMan shares.
  • Advised CapMan Growth on making a cornerstone investment into Helsinki listed Avidly Oyj.

 

Rights Issues, accelerated Book-buildings, and Share Issues

Borenius advises issuers and underwriters on rights issues, which listed companies can use to secure additional equity financing from their shareholders. Another appealing option for several listed companies is to issue new shares through an accelerated book-building (ABB). In addition, the sale of remaining shares from a previous owner is often a step that is in the books eventually after an IPO. Especially accelerated book-buildings are very sensitive to market conditions, and therefore it is advisable to have everything prepared in advance to be able to enter the markets when the time is right.

Certain recent references:

  • Advised Componenta on a EUR 9.5 million rights offering (2020).
  • Advised OP Corporate Bank on the EUR 20 million rights offering of Lehto Group (2020).
  • Advised Helsinki Deaconess Institute Foundation sr on the sale of its remaining shares in Terveystalo Plc (2019).
  • Advised Intera Partners Oy on an accelerated book-building concerning part of its shares in NoHo Partners Plc (2019).
  • Advised CapMan Buyout X Fund A L.P and CapMan Buyout X Fund B Ky on the sale of their remaining shares in Harvia Plc (2019).
  • Advised EAB Group Plc on the accelerated book-building of its newly issued shares and secondary shares (2018).
  • Advised Nixu Corporation on the accelerated book-building of its newly issued shares (2017).

Chambers Europe | 2019

“Highly qualified staff” and “fantastic service attitude.”

Debt Capital Markets

We have recent experience from a broad range of instruments, including high-yield bonds, hybrid bonds, covered bonds and green bonds, in addition to a number of senior issuances. Consent solicitation and tender offer processes have also been recent features of the domestic bond market. We combine experts from our Banking & Finance and Capital Markets practices in all of our debt capital markets projects.

Certain recent references:

  • Advised Citycon Group in connection with its issuance of a NOK 800 million green bond (2020).
  • Advised Citycon on its EUR 200 million euro-denominated tap issue (2020).
  • Advised Aspo Plc on its EUR 20 million Hybrid Bond issue and Tender Offer (2020).
  • Advised Oma Savings Bank Plc on its EUR 250 million covered bond issue (2020).
  • Advised Havator Group Oy on its EUR 29 million bond refinancing (2020).
  • Advised Danske Mortgage Bank Plc on its EUR 10 billion covered bond programme (2019).
  • Advised Citycon Oyj on its EUR 350 million green hybrid bond and tender offer of certain existing EUR and NOK bonds (2019).
  • Advised Oma Savings Bank Plc on its EUR 300 million issuance under the covered bond programme (2019).
  • Advised Consti Group Plc on its EUR 3 million hybrid bond issue (2019).
  • Advised University Properties of Finland Ltd on the issuance of its inaugural EUR 100 million green bond (2018).
  • Advised the Y-Foundation on its EUR 75 million senior unsecured bond issue (2018).
  • Advised on the issuance of EUR 82 million multi-issuer bond guaranteed by Garantia Insurance Company (2018).
  • Advised Tieto Corporation on its EUR 100 million notes issue (2018).
  • Advised Danske Bank A/S, Finland Branch as the lead manager and sole bookrunner on Keilaniemen kiinteistökehitys Oy’s EUR 100 million senior secured bond issue (2018).

IFLR1000 | 2020 Debt Capital Markets
“Very smooth cooperation, timely responses and a high level of drafting.”
“Highly professional law services and excellent client service.”

All references

Our experts are always ready to assist you. See all of our Capital Markets and Public M&A references here.