Capital Markets & Public M&A
Borenius’ Capital Markets and Public M&A team 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 teams.
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 dual-qualified (Finland and New York) capital markets attorneys resident at our Helsinki and New York offices. Our team stays abreast of developments in securities market regulation both in Finland and globally, and we maintain close contact with domestic and international participants in capital market transactions.
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We advise issuers and shareholders on complex secondary market transactions and offerings that are often part of a larger restructuring, acquisition, or financing arrangement. Borenius also has a long history of representing bidders, majority owners and target boards, as well as financers, in takeover situations, and we retain a solid market share of Finnish IPOs, having acted as either the issuer’s, selling shareholders’, or the underwriters’ counsel in approximately 40 % of Nasdaq Helsinki listings in the past seven years.
Our key areas of expertise are
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 team has generated synergies for both sides involved in the exit process.
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 31 IPOs completed between 2015 and 2022.
Public M&A Transactions
We have 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.
Rights Issues, accelerated Book-buildings, and Share Issues
We advise 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).
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.
“Strong presence in the capital markets arena, with particular experience in ECM mandates. Highly active in IPOs, as well as handling share issues and the transfer of listings.”
“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.”
Our other areas of expertise include
- Dual listings or listings and securities offerings on foreign markets
- Legal advice on and analysis of the option of a future listing
- Public companies’ mergers, demergers, and acquisitions
- Tax advisory (both structuring and contentious)
- Squeeze-out litigation
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, and 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 team has generated synergies for both sides involved in the exit process.
Our latest recognitions
Our clients are at the heart of what we do, and our achievements are built upon our clients’ success. That is why we are extremely happy to have been entrusted with a broad range of cases.
The Legal 500
“Strong individual expertise supported by a global network of leading operators. Strong understanding of customer need and flexibility in solutions provided.”
“The team provides broad experience and a deep understanding of the market and relevant players, with exceptionally good contacts in the US market. Very responsive and creative problem solving attitude to the client’s needs. Have shaped the market with solutions.”
“The law firm Borenius enjoys an excellent standing in the capital markets arena, with expertise across DCM and ECM mandates. Lawyers in the practice act for prominent banks, investors and corporates on IPOs, share issuances and rights offerings.”
“The team are always keen to understand the commercial points and goals we have in a transaction. The service is also excellent.”
Client highlights: recent initial public offerings
- Advised the Joint Global Coordinators on the IPO of Aiforia Technologies Plc
- Advised the Global Coordinator on the IPO of Lamor Corporation Plc
- Advised the Global Coordinator on the IPO of Digital Workforce Services Plc
- Advised the Global Coordinator on the IPO of FIFAX Plc
- Advised Lifeline SPAC I Plc on its Nasdaq Helsinki SPAC IPO
- Advised Modulight Corporation on its Nasdaq First North Growth Market Finland IPO
- Advised Spinnova Plc on its Nasdaq First North Growth Market Finland IPO
- Advised Gofore Plc on its listing on Nasdaq Helsinki main market
- Advised Nightingale Health Plc on its Nasdaq First North Growth Market Finland IPO
- Advised Nanoform Finland Plc on its EUR 88 million Nasdaq First North Premier Finland & Sweden IPO
- Advised the joint global coordinators on Musti Group Plc’s EUR 182 million Nasdaq Helsinki main market IPO
Client highlights: take-overs
- 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
- Advised Barclays and Nordea as the lenders on CVC’s (Mehiläinen) cancelled add-on take private acquisition of Pihlajalinna
- 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
- Advised Madison Dearborn Partners as the offeror in connection with the successful EUR 315 million tender offer of Powerflute Oyj
Client highlights: Public M&A
- 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
- 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
- Advised CapMan Growth on making a cornerstone investment into Helsinki listed Avidly Oyj
Our experts are always ready to assist you. See all of our Capital Markets and Public M&A references here.
Latest references & news
- Celebrating a Milestone Achievement – Jyrki Tähtinen Receives Prestigious Finnish Honorary Title of Laamanni
- Borenius advised Normet Group Ltd. on its EUR 30 million issue of capital securities and the tender offer of its 2020 capital securities
- Counsel Aksu Tuominen Awarded the Title of Rising Star at the IFLR Europe Awards 2023
- The Nasdaq First North Auction Model – An Alternative Way of Tackling Liquidity Issues