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.
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.
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.
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.
We have recently advised on the following completed initial public offerings:
- Advised the Joint Global Coordinators on the IPO of Aiforia Technologies Plc (2021).
- Advised the Global Coordinator on the IPO of Lamor Corporation Plc (2021).
- Advised the Global Coordinator on the IPO of Digital Workforce Services Plc (2021).
- Advised the Global Coordinator on the IPO of FIFAX Plc (2021).
- Advised Lifeline SPAC I Plc on its Nasdaq Helsinki SPAC IPO (2021).
- Advised Modulight Corporation on its Nasdaq First North Growth Market Finland IPO (2021).
- Advised Spinnova Plc on its Nasdaq First North Growth Market Finland IPO (2021).
- Advised Gofore Plc on its listing on Nasdaq Helsinki main market (2021).
- Advised Nightingale Health Plc on its Nasdaq First North Growth Market Finland IPO (2021).
- 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.
Certain recent take-over references:
- Advising Netflix, Inc. on a recommended voluntary public cash tender offer to acquire Next Games Corporation
- Advising West Street Global Infrastructure Partners on its voluntary public cash tender offer for Adapteo Plc.
- 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 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 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.
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).
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 PHM Group in connection with the issue of EUR 300 million senior secured fixed rate notes (2021).
- Advised Citycon Oyj on its EUR 350 million green hybrid bond offering (2021).
- Advised Citycon Group on its EUR 350 million green bond issue and tender offer (2021).
- 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 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 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).
Our experts are always ready to assist you. See all of our Capital Markets and Public M&A references here.
Latest references & news
- New Takeover Code Published by the Finnish Securities Market Association
- Borenius advised Oma Savings Bank Plc on the issue of an unsecured senior-term bond of EUR 150 million
- Borenius advised the State of Finland’s EUR 2.35 billion bridge financing for Fortum
- Borenius advised SRV on the reorganisation of its balance sheet