Roschier M&A highlights. May 2014

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1 Roschier M&A highlights May 2014

2 This firm provides high-quality advice which is always on time, and it has the resources to work day and night if required. I appreciate this team for taking a proactive approach the lawyers understand the business side of a deal, as well as the legal aspects. Chambers Europe 2014, Corporate/M&A Finland The team is commercial, and focuses on the right issues. It puts forward sensible arguments and is proactive. The lawyers are very service-minded, they come back to us quickly and offer high-quality advice. Chambers Europe 2014, Corporate/M&A Sweden

3 Roschier M&A highlights Roschier has been actively involved in most of the major M&A cases in the Nordic region during the past year. In December 2013, Roschier was recognized at the Financial Times and Mergermarket European M&A Awards 2013 ceremony in London by receiving the Legal Adviser of the Year award for Finland. For Roschier, the past year embodies a number of highly successful multi-jurisdictional deals, high-end arrangements as well as state-of-the-art, highly complex and strategically important transactions. We are delighted to have received this award, which confirms Roschier s excellent capabilities in advising on the region s most demanding transactions, says Jouni Salmi, Partner and Head of the firm s Private M&A practice in Finland. Below you will find a summary of some of the recent deals we have been involved in, as well as our view on the current market situation. Featured deals Volkswagen AG Scania AB In February 2014, Volkswagen AG announced its public cash offer for Scania AB. For each Scania share, irrespective of share class, Volkswagen offers SEK 200, representing a premium of 57.0 percent for the Scania A share and 53.3 percent for the Scania B share compared to the volume-weighted average trading price over the 90 calendar days prior to announcement of the offer. The total value of the offer, based on the remaining shares not already controlled by Volkswagen, amounts to approximately SEK 59.8 billion (EUR 6.7 billion). Even though it s still early 2014 I dare to say that this is the deal of the year, both with regards to the nature of the offer and the size of it. This high-profile transaction is one of the largest (if not the largest) cash transactions ever on the Swedish market. Jens Bengtsson, Head of Roschier s Stockholm office and Private Equity practice. Nokia Corporation Microsoft Corporation In September 2013, Nokia announced the EUR 5.44 billion sale of its Devices & Services business to Microsoft. Roschier acted as the lead IP and technology counsel and key advisor on all Finnish corporate and public company related matters, including Finnish disclosure issues, boardroom advice, the financing arrangement with Microsoft, the EGM and related proxy materials as well as other corporate and securities law advice. Roschier also had a direct role in supporting Nokia's M&A team and providing local legal advice in a variety of areas, such as labor law, to Skadden (M&A lead) and Nokia. The transaction is among the largest in the Nordic region and very significant within the telecom industry internationally. Jon Unnérus, M&A partner and Head of Roschier s Private Equity practice in Finland

4 Nets Holding A/S Advent International, ATP and Bain Capital On 24 March 2014, the consortium consisting of Advent International, ATP and Bain Capital signed an agreement to acquire 100% of the share capital of Nets, a leading Northern European provider of payments, information and digital identity solutions, from the existing shareholders, a group of 186 primarily Danish and Norwegian banks, for a cash consideration of DKK 17.0 billion (EUR 2.28 billion). Nets employs 2,600 employees in five countries (Denmark, Norway, Finland, Sweden and Estonia). Payment services industry is developing in increasing pace and we are very glad to be in a position where we have had the opportunity to assist the largest player on the Nordic market. Jouni Salmi, Head of Roschier s M&A practice in Finland Rautaruukki Oyj SSAB AB (publ) In January 2014, Rautaruukki Oyj and SSAB AB (publ) announced a combination of the companies through SSAB making a recommended public share exchange offer to Rautaruukki s shareholders with a premium of 20% based on the last three-month volumeweighted average share prices of both SSAB and Rautaruukki. For each Rautaruukki share, newly issued SSAB class A shares and newly issued class B shares are being offered. The total value of the share exchange offer amounts to SEK billion (EUR 1.1 billion). The deal is special for several reasons such as being one of the very few cross-border share exchange offers, represents industrial consolidation on a sector that has suffered significantly in the past couple of years, and is by value a very significant on the Nordic M&A market. Jouni Salmi, Head of Roschier s M&A practice in Finland Fortum Corporation Suomi Power Networks Oy In December 2013, Fortum Corporation announced the EUR 2.55 billion sale of its electricity distribution business in Finland to Suomi Power Networks Oy. Fortum's electricity distribution business in Finland includes two jointly managed grid companies: Fortum Espoo Distribution Oy, with grids in the city of Espoo and surrounding communities and the city of Joensuu, as well as Fortum Sähkönsiirto Oy, with several grid areas located mainly in southern and western Finland, but also in the north-western part of the country. The combined network length of the companies is 79,000 kilometres delivering approximately 12.6 terawatt-hours of electricity to customers. Fortum's market share of the local electricity distribution in Finland is approximately 20%. Suomi Power Networks Oy is owned by a consortium of Finnish pension funds Keva and LocalTapiola Pension together with international infrastructure investors First State Investments and Borealis Infrastructure. This transaction illustrates once again the fact that Finland attracts significant infrastructure investments as a stable triple-a Eurozone country. Roschier has been involved in nearly all significant infrastructure investments in the past couple of years and has the strongest M&A team in Finland. Jouni Salmi, Head of Roschier s M&A practice in Finland

5 Investor AB Permobil AB In March 2013, Investor AB acquired Permobil AB from Nordic Capital Fund V for 5.1 billion SEK. Permobil, founded in Sweden in 1967, is a global leader in advanced powered wheelchairs, with approximately 1.6 billion SEK in revenue Permobil is headquartered in Timrå, with sales in 30 countries, and some 700 employees in 15 countries. We are glad to once again having acted for one of the most prominent industrial owners in Sweden. Jens Bengtsson, Head of Roschier s Stockholm office and Private Equity practice Bonnier AB Ratos AB In March 2013, Bonnier AB agreed with Ratos AB to merge the companies cinema chains Finnkino Oy and SF Bio AB to create the largest player in the field in the Nordic region. The new business will combine the strengths of Bonnier s cinema chains in Sweden and Norway, SF Bio and SF Kino, with Finnkino s cinemas in Finland, Estonia, Latvia and Lithuania. The new business will be owned 60% by Ratos and 40% by Bonnier, and the enterprise value for 100% of the company amounts to approximately 3 billion SEK. SF Bio is the biggest cinema group in Sweden and has movie theaters in Norway as well. In total, SF Bio has 43 cinemas with 282 screens and 38,000 seats. Finnkino Oy is the largest cinema operator in Finland and the Baltic states with 24 cinemas, 158 screens and 27,000 seats. It also distributes films and DVDs. Ratos is a listed private equity conglomerate. This was a perfect deal for Roschier taking part in a major Nordic consolidation. This was also one of the few large-cap sales processes being run in Sweden lately, where a real competitive pressure was achieved with several bidders committing major resources all the way up until signing of the deal. Malin Leffler, Head of Roschier s M&A practice in Sweden Koninklijke Ahold N.V. Hakon Invest AB In February 2013, Dutch company Koninklijke Ahold N.V. sold 60% of its holding in ICA AB, the Scandinavian food retailer, to Hakon Invest AB (deal value 21.2 billion SEK). Ahold announced a new growth strategy in 2011, and aims to focus the execution of this strategy on businesses it controls in order to create value. In September 2012, Ahold started a review of strategic options for its stake in ICA AB. Roschier has as the only law firm, together with financial advisors Goldman Sachs and PK Partners, advised Ahold throughout the entire strategic review of its ICA stake including several exit alternatives, among them an IPO of ICA AB on NASDAQ OMX Stockholm. A highly complex and strategically important transaction with a great outcome for both parties. Malin Leffler, Head of Roschier s M&A practice in Sweden

6 Deal summary These are some of the major deals in which Roschier has been involved during the past year and the first quarter of 2014: Sell-side mandates: Sale of Nets by the existing shareholders (a group of 186 primarily Danish and Norwegian banks) to a consortium consisting of Advent International, ATP and Bain Capital (deal value EUR 2.28 billion) Sale of Puukeskus by Triton to DT Group A/S (owner of Starkki and part of Wolseley Plc) Combination of Rautaruukki Oyj and SSAB AB (publ) through SSAB making a recommended public share exchange offer to Rautaruukki s shareholders (deal value EUR 1.1 billion) Sale of Fortum Corporation s electricity distribution business in Finland to Suomi Power Networks Oy (deal value EUR 2.55 billion) Sale of Svensk Fastighetsförmedling AB to Swedbank Franchise AB Sale of Nets Oy s prepaid business to Edenred Finland Oy Sale of Nokia Corporation s Devices & Services business to Microsoft Corporation Combination of Elixia Nordic AS (managed by Altor Equity Partners AB) with Health & Fitness Nordic AB Sale of Prefere Resins Company by Dynea Chemicals Oy to Capiton AG Disposal of TV11 by TV4 Aktiebolag to SBS TV AB and SBS Broadcasting Networks Ltd Bonnier AB s agreement with Ratos AB to merge the companies cinema chains Finnkino Oy and SF Bio AB to create the largest player in the field in the Nordic region (deal value SEK 3 billion) Sale by Koninklijke Ahold N.V. of its 60% holding in ICA AB, the Scandinavian food retailer, to Hakon Invest AB of Sweden (deal value SEK 21.2 billion) Buy-side mandates: Acquisition of the real estate design & consulting and construction management businesses of Pöyry plc and Pöyry Finland Oy by Ramboll Finland Oy Acquisition of Synsam Nordic by funds advised by CVC Capital Partners Public cash offer for Scania AB by Volkswagen AG (deal value SEK 59.8 billion; EUR 6.7 billion) Acquisition of majority of Didriksons Regnkläder AB by Herkules IV private equity fund Acquisition of Outokumpu Corporation s electricity distribution network at Tornio site by OFI InfraVia Acquisition of Abcur AB by Amdipharm Mercury (AMCo)

7 Acquisition of a 50% interest in Kamppi Shopping Center in Helsinki by Allianz Real Estate Redemption of ABB s 49% shareholding in Efora Oy by Stora Enso Acquisition of 90% of Tre Vänner Produktion AB by Svensk Filmindustri AB Acquisition of the Delete Group, a market-leading environmental services company, by Axcel Acquisition of online outdoor retailer Addnature AB by Internetstores GmbH (a portfolio company of EQT Partners AB) Acquisition of the Freedom Finance Nordic Group, a prime consumer loan broker operating in Sweden, Norway and Finland by H.I.G. Capital Combination of the operations of McAfee, Inc. and Stonesoft Corporation through a voluntary recommended public tender offer by McAfee for all the shares and option rights in Stonesoft Market overview The Finnish M&A market has had fairly stable volumes and the outlook for 2014 is slightly positive. The Nordic market seems to be still on a low level with the first signs of modest improvement. Many of the large corporate clients and financial sponsors are active in markets outside the Eurozone as well, and therefore they are less affected by the crises than the public sector. Factors supporting the positive outlook and the increasing deal volumes are twofold; the banking industry in the Nordics has survived the crisis nearly untouched and has therefore been able to provide debt financing for acquisitions. Further, the gap in price expectations of the buyers and the sellers has diminished significantly in the past couple of months causing one of the main thresholds for deals to disappear. The industrials have revised their strategies and will focus on core businesses leading to a natural deal flow in terms of sale of non-core assets and operations. Many of the most significant Nordic Private Equity players have continued to develop and increase their teams and focus on the Finnish market, offering ample opportunity for advisors with genuine cross border capability covering both Finland and Sweden. Especially in Finland, being one of the few triple-a rated countries in the Eurozone, infra-deals have attracted great interest and several successful deals have been consummated in the past 12 months. The media sector is facing a digital revolution and market players are positioning themselves for the new digital era. Traditional roles are disappearing and M&A activity is a method to strengthen the chosen strategy and provide growth. Due to the relative stability of the Nordic markets and the well founded perception of the Nordics offering a safe harbor, many of the Nordic deals attract bidders outside the Nordic region and therefore cross-border activity has become the new norm. Cross-border deals often mean, for example, that financing is obtained from an international financing syndicate and thereby the complexity of the deals increases. On the legal market this has the implication that more focus is put on the quality and width of service, delivery times and documentation. In order to match these requirements, the local legal market participants must be able to provide a full set of high quality services.

8 Your team at Roschier Jouni Salmi, Partner Jouni Salmi is Head of Roschier's M&A practice in Finland. He is specialized in private M&A and has extensive experience in complex multi-jurisdictional transactions and divestments involving both industrial clients and private equity sponsors. Jouni has acted for numerous listed companies, private equity sponsors and multi-national corporations, and he has indepth knowledge in a wide variety of industry sectors such as forest and airline industries. jouni.salmi@roschier.com Jon Unnérus, Partner Jon Unnérus is Head of Roschier s Private Equity practice in Finland. He has extensive experience in advising in complex cross-border transactions and divestments, within both the private equity and the industrial sphere. He has a deep understanding of the private equity industry and the Corporate/M&A market, and his clientele comprises a wide array of major private equity sponsors active within the Nordic region alongside a number of large Finnish and international corporations. jon.unnerus@roschier.com Jens Bengtsson, Partner Jens Bengtsson heads Roschier s Stockholm office, as well as its internationally recognized Private Equity practice. He is specialized in complex cross-border M&A transactions and has extensive experience in leading negotiations and projects for major international private equity sponsors and corporate investors. Jens has particular experience from complex transactions within the healthcare industry. jens.bengtsson@roschier.com Malin Leffler, Partner Malin Leffler heads Roschier s M&A practice in Sweden. She is specialized in complex crossborder M&A transactions and private equity. Malin has extensive experience in leading negotiations and projects for major domestic and international private equity sponsors and corporate investors. Malin is also specialized in fund structuring and representing sponsors and institutional investors in connection with fundraisings as well as investments in private equity funds. malin.leffler@roschier.com Roschier Helsinki office fax Roschier Vaasa office fax Roschier Stockholm office fax More information about us at