Jenni Parviainen

Parties:

Vitec Software Group AB (publ), Roidu Oy

Transaction:

Vitec’s agreement to acquire all shares in the Finnish software company Roidu Oy

Deal value: 

Value not public

Role:

Counsel to Vitec Software Group AB (publ)

Parties

Faron Pharmaceuticals Ltd

Transaction

Hannes Snellman acted as counsel to Faron Pharmaceuticals Ltd in its public share offering of EUR 30.7 million and the preceding issuance of convertible capital loans in the total amount of EUR 3.2 million and a private placement of EUR 4.8 million. Faron Pharmaceuticals is a clinical-stage biopharmaceutical company focused on developing treatment of cancers via novel immunotherapies. Faron’s shares are listed on Nasdaq First North Growth Market Finland and as depositary interests, representing entitlements to shares, on AIM in the United Kingdom. The offering consisted of a public offering to private individuals and legal entities in Finland and an institutional offering to institutional investors internationally, and a separate open offer to qualifying holders of depositary interests in the United Kingdom and elsewhere and a retail offer to retail investors in the United Kingdom.

Deal Value

EUR 30.7 million

Role

Counsel to Faron Pharmaceuticals Ltd

Counsel to a Finnish listed company in a dispute concerning Finnish withholding tax on dividends paid abroad between 2014 and 2016.

The matter concerned dividend payments to a foreign financial institution. In accordance with the applicable tax treaty, the company had applied a withholding tax (WHT) of 0% at source on the dividends.

The Tax Administration conducted a tax audit and claimed that the company had failed their investigation duty, that the financial institution was not the beneficial owner of the dividend income due to the shares being subject to a share lending agreement, and that the company should have thus withheld a WHT of 20% on the dividends. The Tax Administration issued a new tax assessment decision, imposing not only a WHT of 20% but also a tax increase on the company. The circumstances were peculiar in the sense that the dividends had already been paid to the foreign dividend recipient, and now the Tax Administration approached the Finnish listed company (unable to recall the dividend payments made) with a claim to settle the foreign dividend recipient’s tax from the company’s own funds. The Tax Administration alleged that the dividend payer would, under law, have a duty to investigate whether each dividend recipient is entitled to tax treaty benefits in accordance with their respective tax treaties (including “beneficial owner” concepts of such treaties, if any). The Tax Administration made this allegation even though the wording of the relevant Finnish law clearly stated that the dividend payer shall only obtain the name, address, and ID number of each dividend recipient to be able to apply tax treaty WHT rates on dividends paid abroad.

The company applied for adjustment and received a unanimously positive decision from the Tax Adjustment Board, who found that the company had fulfilled its duties under law when applying the WHT 0% on the dividends. However, the state’s representative appealed the adjustment decision to the Administrative Court.

The Administrative Court, similarly, unanimously found that the company had fulfilled its investigation duties under Section 10 of the Finnish WHT Act by obtaining the information exhaustively listed in the law (name, address, and ID number of dividend recipient) and that the tax auditors’ interpretation of the law (i.e. wider investigation duty, including interpretation of the “beneficial owner” concept in tax treaties) was found to be without merit. With these arguments, no WHT or tax increase was to be imposed on the company. The Court, thus, abided by the very basic source of law doctrine, whereby taxes can only be levied based on Finnish law, as enacted by the Finnish Parliament, and international tax treaties can only limit the taxing rights of a country, not create them. As the ruling was based directly on domestic law, the Administrative Court did not examine or rule on the tax treaty concept of “beneficial owner”. The Administrative Court also ordered the Tax Administration to compensate the company’s legal costs of the Administrative Court proceedings to the full amount claimed. The state’s representative did not seek a leave of appeal from the Supreme Administrative Court and the decision of the Administrative Court is now binding.

The whole process began in 2018, which yields an overall duration of six years for the dispute. A material overhanging tax risk (for what were ultimately the taxes of another tax subject) was present for the client for the lengthy duration of the process, but the matter was finally resolved with the positive outcome by the Administrative Court.

This Administrative Court ruling is an important landmark on the application of the principle of legality. Interpretations made based on tax treaties cannot supersede the domestic law as basis for taxation (the so-called “golden rule” of tax treaty law).

Parties

TRP Hungary (Buyer), Bankruptcy Estate of KymiRing Oy (Seller), The KymiRing motor track (Target)

Transaction

Counsel to TRP Hungary in the acquisition of the KymiRing motor track from the bankruptcy estate of KymiRing Oy.

Deal Value

Value not public

Role

Counsel to TRP Hungary

Hannes Snellman advises NYAB Plc on its re-domiciliation and transfer of listing from Finland to Sweden. The re-domiciliation to Sweden is planned to be executed as a cross-border conversion, pursuant to the so-called EU Mobility Directive, whereby NYAB Plc, without being dissolved or liquidated, would be converted from a Finnish to a Swedish public limited liability company with its registered office in Sweden.

Parties:

OP Suomi Infra Ky, (investor), Aurora Infrastructure (target), Equitix (majority owner)

Transaction:

Hannes Snellman acted as counsel to OP Suomi Infra Ky in their minority investment in Aurora Infrastructure

Deal value: 

Value not public

Role:

Counsel to OP Suomi Infra Ky

Parties:

Uponor Corporation (target), Georg Fischer Ltd (buyer)

Transaction: 

Counsel to Uponor Corporation in the recommended public cash tender offer by Georg Fischer Ltd to purchase all of the issued and outstanding shares of Uponor Corporation. 

Value:

EUR 2.1 billion

Role:

Counsel to Uponor Corporation

Counsel to Beneq, a leading developer and manufacturer of atomic layer disposition (ALD) technology and provider of R&D services in restructuring the group’s intellectual property holding to correspond to the requirements of the group’s business.

Parties: 

Rebellion, Vihtan Oy

Transaction:

The acquisition of Vihtan Oy, a leading manufacturer of shower screens and glass doors, marked Rebellion’s establishment in Finland.

Deal Value:

Value not public

Role:

Counsel to Rebellion

Parties

Citycon Oyj

Transaction

Counsel to Citycon Oyj in its tender offers of outstanding notes due 2024 of Citycon Treasury B.V. and capital securities issued by it in November 2019 and June 2021.

Deal value

Over EUR 40 million

Role

Counsel to Citycon Oyj

Parties

Sampo plc

Transaction

Counsel to Sampo plc on its dual listing of its Class A shares on Nasdaq Stockholm in the form of Swedish Depository Receipts

Deal Value

Market capitalisation of approximately EUR 24.7 billion as of 31 October 2022

Role

Counsel to Sampo plc

Parties:

Cargotec Corporation, Konecranes Plc

Transaction:

The announced, but subsequently abandoned, merger of Cargotec and Konecranes in 2021-2022

Deal value:

Approx. EUR 2.7 billion

Role:

Counsel to Konecranes Plc

Parties

Orange Capital Partners (Buyer), Starwood Capital Group and Avara Oy (Sellers)

Transaction

Hannes Snellman acted as counsel to Orange Capital Partners in the acquisition of a residential portfolio of 2,200 apartments located across 16 cities from Starwood Capital Group and Avara Oy

Deal Value

Value not public

Role

Counsel to Orange Capital Partners

Parties

Orange Capital Partners and another global investor (Buyers), Morgan Stanley (Seller)

Transaction

Orange Capital Partners' and another global investor's acquisition of a residential portfolio with 37 assets and 1,900 apartments from Morgan Stanley

Deal Value

Value not public

Role

Counsel to Orange Capital Partners and another global investor

Parties 

NEP Group, Inc. (a Carlyle Group portfolio company), Bright Group Oy (funds managed by CapMan Buyout)

Transaction 

Counsel to global event technology leader NEP Group, Inc., a Carlyle Group portfolio company, in the acquisition of Bright Group, a 360 supplier of live event services in Northern Europe with presence in Finland, Sweden, and Norway.

Deal Value 

Role

Counsel to NEP Group, Inc. (a Carlyle Group portfolio company)

Parties 

eQ Commercial Properties Fund (AIF), Lehto Group, Kivistö local center

Transaction 

eQ Commercial Properties Fund's (AIF) acquisition of the Kivistö local center to be constructed by Lehto Group in the Vantaa Kivistö area

Deal Value 

Value not public

Role

Counsel to eQ Commercial Properties Fund (AIF)

Parties 

Quadoro Investment GmbH, EKE-Construction Ltd.

Transaction 

Counsel to a fund managed by Quadoro Investment GmbH in an acquisition of an office property located in Espoo with a lettable area of approximately 4,200 square metres from the constructor EKE-Construction Ltd.

Deal Value 

Value not public

Role

Counsel to Quadoro Investment GmbH

Parties 

Quadoro Investment GmbH, YIT Construction Ltd.

Transaction 

Counsel to a fund managed by Quadoro Investment GmbH in an acquisition of a MEUR 32 office property located in Järvenpää with a lettable area of approximately 6,500 square metres from YIT Construction Ltd

Deal Value 

EUR 32 million

Role

Counsel to Quadoro Investment GmbH

Parties

Valmet, Neles

Transaction

Hannes Snellman acted as lead counsel to Valmet, a leading global developer and supplier of process technologies, automation, and services for the pulp, paper, and energy industries, in its merger with Neles, one of the leading providers of mission-critical flow control solutions and services for process industries in Finland. 

Deal Value

The combined value of the merging companies is approximately EUR 7 billion.

Role

Lead counsel to Valmet

Counsel to a tax payer in Supreme Administrative Court Yearbook case confirming US GAAP as acceptable basis for transfer pricing.

Parties
Vungle, Inc. (Buyer), GameRefinery Oy (Target)

Transaction
Vungle, Inc.’s acquisition of GameRefinery Oy

Deal Value
Value not public

Role
Counsel to Vungle, Inc.

Parties

Amazon (Buyer), Umbra (Target)

Transaction

The acquisition of Umbra by Amazon. 

Deal Value

Value not public

Role

Counsel to Umbra

Parties 

Oy Linde Gas Ab (Buyer), Neste Markkinointi Oy (Seller), Neste’s cylinder gas business and stake in Oy Innogas Ab (Targets)

Transaction 

Oy Linde Gas Ab’s acquisition of Neste Markkinointi Oy’s cylinder gas business and Neste Markkinointi Oy's stake in Oy Innogas Ab, a provider of LPG cylinder filling, requalification and logistics services.

Value

Value not public

Role 

Counsel to Oy Linde Gas Ab

Counsel in a Supreme Administrative Court Yearbook case clarifying taxation related to dividend in natura. 

Parties

A fund managed by Quadoro Investment GmbH

Transaction

Acquisition of Hermia 5 and Hermia 6 office properties located in the Hermia Science Park in Tampere with a lettable area of approximately 30,000 square metres

Deal value

Value not public

Hannes role

Counsel to a fund managed by Quadoro Investment GmbH

Hannes team

Tapio Teräkivi, Heikki Vesikansa, Markus Bremer, Marjaana Martikainen, Jenni Parviainen, Piia Ahonen, Meeri Karlsson, Ella Rinne, Panu Vikberg, Linda Launonen, and Viivi Rousku.

Counsel in Administrative Court case confirming mutual real estate company’s taxation under Business Income Tax Act.

Parties 

DWS (buyer), Regenero (Seller)

Transaction

DWS's acquisition of the Accountor Tower, a 24,000 sq. m. office development in Keilaniemi, Espoo, from YIT and HGR Property Partners’ joint venture Regenero

Deal Value

Value not public

Role

Counsel to DWS

Parties 

Quest Diagnostics Incorporated (Buyer), Shareholders of Blueprint Oy (Sellers), Blueprint Genetics Oy (Target)

Transaction

The sale of Blueprint Genetics’ entire share capital to Quest Diagnostics

Deal Value 

Value not public 

Role

Counsel to Blueprint Genetics and its owners

Parties

Smartly.io Solutions Oy and its owners, Providence Equity Partners

Transaction

Counsel to Smartly.io and its owners in the sale of a majority stake to Providence Equity Partners

Deal Value

EUR 200 million

Role

Counsel to Smartly.io Solutions Oy and its owners

Parties

Optomed Plc

Transaction

Optomed’s IPO and listing on the Nasdaq Helsinki stock exchange

Deal Value

The offering by the company and its shareholders amounted to approximately EUR 44 million

Role

Counsel to Optomed Plc 

Counsel to Pankaboard Oyj in the outsourcing of steam production to Adven Oy

Parties

Outotec Oyj, Metso Corporation

Transaction

The combination of Outotec and Metso Minerals through a demerger

Deal Value

EUR 3.9 billion (illustrative combined sales)

Role

Counsel to Outotec Oyj

Counsel to a taxpayer receiving confirmation that a transfer of a business at an early stage qualifies as a transfer of a going concern for VAT purposes.

Parties

Mimir Invest (Buyer), Caverion (Seller), Project piping & tank business and the related Ylivieska workshop (Targets)

Transaction

Caverion’s sale of project piping & tank business and the related Ylivieska workshop of the Industrial Solutions division.

Deal Value

Value not public

Role

Counsel to Caverion

Parties

Areim Fund III (Buyer), Avant Capital Partners, Varma Mutual Pension Insurance Company, EPISO 4 fund (Sellers)

Transaction

Areim Fund's acquisition of a portfolio of eight office properties from Avant Capital Partners, Varma Mutual Pension Insurance Company and EPISO 4 fund advised by Tristan Capital Partners

Deal Value

Value not public

Role

Counsel to Areim Fund III

Parties

CapMan Infra (Bidder), Elenia Group (Target)

Transaction

CapMan Infra signed to invest in Elenia, a leading Finnish electricity network and district heat company

Deal Value

EUR 70 million

Role

Counsel to CapMan Infra