Counsel in Supreme Administrative Court case confirming equal treatment of a Swedish real estate investor in Finnish taxation

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 in Supreme Administrative Court case confirming that Refinancing of real estate company’s bank loans is not subject to transfer tax.

Counsel in Supreme Administrative Court case confirming real estate investor’s right to deduct VAT on transaction expenses

Counsel in Supreme Administrative Court case confirming that share transfer tax is not due on purchase price of shareholder loans

Parties

Peab AB (Buyer), YIT Corporation (Seller), YIT’s Nordic paving and mineral aggregates businesses (Targets)

Transaction

YIT’s sale of its Nordic paving and mineral aggregates businesses in Finland, Sweden, Norway and Denmark to Peab

Deal Value

EUR 280 million

Role

Counsel to YIT Corporation

Parties

Tieto Corporation, EVRY ASA

Transaction

The combination of Tieto and EVRY through a cross-border merger

Deal Value

Value not public

Role

Counsel to EVRY ASA

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

Ilmarinen Mutual Pension Insurance Company, Kesko Corporation, Kesko Pension Fund, Kruunuvuoren Satama Oy

Transaction

A series of transactions, whereby Ilmarinen, Kesko, and Kesko Pension Fund, among other things, dissolve their joint ownership of Kruunuvuoren Satama and Ilmarinen acquires all 3,438,885 Kesko A shares held by Kruunuvuoren Satama.

Deal Value

EUR 164 million

Role

Counsel to Ilmarinen Mutual Pension Insurance Company, Kesko Corporation, Kesko Pension Fund, and Kruunuvuoren Satama Oy

Parties

Funds managed by Sentica Partners Oy (Buyer), Mikael Swanljung and his family (Sellers), Picnic Finland Oy, Europicnic Oy and La Torrefazione Oy (Targets)

Transaction

Sentica Partners’ acquisition of majority ownership in Picnic Company Group from Mikael Swanljung and his family

Deal Value

Value not public

Role

Counsel to Mikael Swanljung and his family

The Finnish Supreme Administrative Court issued a resolution concerning the VAT treatment of intermediary services to Finnish students aiming to study abroad in the U.S. Piia Ahonen successfully defended the client’s position through instances, and the resolution issued by the Supreme Administrative Court as a yearbook decision finally confirms that the client’s position is right and that the tax assessments were unlawful. The intermediary services are not subject to Finnish VAT due to the fact that the client acted as an intermediary between U.S. schools and Finnish students in relation to U.S.-based education and accommodation services that are not taxed in Finland.

Parties

Nordic Healthcare Group Oy, Vaaka Partners Oy

Transaction

Vaaka Partner's investment in Nordic Healthcare Group

Deal Value

Value not public

Role

Counsel to Vaaka Partners

Parties

Nexit Ventures (Seller), Ekahau, Inc. (Target), Ookla (Buyer)

Transaction

Nexit Ventures' sale of shares of Ekahau to Ookla

Deal Value

Value not public

Role

Counsel for Nexit Ventures and Ekahau, Inc.

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

Skandia Fastigheter AB (Seller), Castellum AB (Buyer)

Transaction

Skandia Fastigheter AB's divestment of a 14,400 sqm of office property in Helsinki to Castellum AB

Deal Value

Value not public

Role

Counsel to Skandia Fastigheter AB

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

Parties

CVC Capital Partners, LocalTapiola, Varma, Ilmarinen, Mehiläinen management (Buyers), Mehiläinen Oy (Target), Kohlberg Kravis Roberts & Co. L.P., Triton Partners (Sellers)

Transaction

LocalTapiola's co-investment with CVC Capital Partners, Varma and Ilmarinen to Mehiläinen Oy, a leading Finnish private health- and social care provider

Deal Value

Value not public

Role

Counsel to LocalTapiola

Handled pilot cases concerning the tax treatment of debt pushdown in the Supreme Administrative Court.

Counsel to a tax payer in a court proceeding which confirmed that earn out payments cannot be taxed as salary income subject to highest progressive tax rates.

Counsel to several landlords defeating Finnish Tax Authorities’ attempt to deny VAT deductions on the basis of tenant’s bankruptcy.

Counsel to a client receiving confirmation from the Supreme Administrative Court that despite domestic tax law provisions the treaty dividend participation exemption prevents Finland from taxing a capital repayment from paid-in capital by a US subsidiary.

Counsel to a taxpayer in a case concerning the VAT treatment of coworking services. 

Parties

A fund managed by J.P. Morgan Asset Management (Seller), a fund managed by Genesta (Buyer)

Transaction

J.P. Morgan Asset Management's disposal of a 66,680 sqm logistics property in Espoo to a fund managed by Genesta

Deal Value

Value not public

Role

Counsel to J.P. Morgan

Parties

Santander Consumer Finance Oy, SFC Rahoituspalvelut Kimi VI DAC

Transaction

Issue of EUR 634,700,000 Class A Notes and EUR 64,800,000 Class B Notes by SFC Rahoituspalvelut Kimi VI DAC secured by a portfolio of hire purchase agreements made by Santander Consumer Finance Oy

Deal Value

EUR 699,500,000

Role

Counsel to Santander Consumer Finance Oy

Parties

Vaaka Partners (Buyer), management and minority shareholders (Sellers), Smoothie Heaven Oy (Target)

Transaction

Vaaka Partners acquired majority of shares in Smoothie Heaven Oy, a juice and smoothie bar company known as Jungle Juice Bar, from management and minority shareholders

Deal Value

Value not public

Role

Counsel to Vaaka Partners

Parties

Skandia Fastigheter (Buyer), Fund managed by TRIUVA (Seller), 14,400 sqm of office property (Target)

Transaction

Skandia Fastigheter’s acquisition of 14,400 sqm of office property in Helsinki from a fund managed by TRIUVA.

Deal Value

Value not public

Role

Counsel to Skandia Fastigheter

Parties

Ahlström Capital (Buyer), Oy GW Sohlberg Ab (Seller), 39% of shares in Detection Technology and 18% of shares in Glaston (Targets)

Transaction

Ahlström Capital’s acquisition of shares in Detection Technology and Glaston from Oy GW Sohlberg Ab

Deal Value

Approx. EUR 110 million

Role

Counsel to Oy GW Sohlberg Ab

Parties

Lemminkäinen Corporation and YIT Corporation

Transaction

The combination of Lemminkäinen Corporation and YIT Corporation through a statutory merger

Deal Value

EUR 771 million

Role

Counsel to Lemminkäinen

Parties

J.P. Morgan Asset Management fund (Seller), Alma Property Partners I AB (Buyer)

Transaction

The disposal of four office properties in the Keilaniemi business district of Espoo, Finland by a J.P. Morgan Asset Management fund to Alma Property Partners I AB

Deal Value

Value not public

Role

Counsel to J.P. Morgan

Parties

J.P. Morgan Asset Management (Seller); Genesta (Buyer)

Transaction

Disposal of a 11,200 sqm office property in Helsinki by a fund managed by J.P. Morgan Asset Management to a fund managed by Genesta

Deal Value

Value not public

Role

Counsel to J.P. Morgan Asset Management

Parties

Ahlstrom Oyj, Munksjö Oyj

Transaction

The combination of Ahlstrom and Munksjö through a merger

Deal Value

Approx. EUR 1,2 billion

Role

Lead counsel to Ahlstrom

Parties

Powerflute Oyj (Target), Madison Dearborn Partners, LLC (Bidder)

Transaction

Recommended cash offer for Powerflute Oyj by Nordic Packaging and Container (Finland) Holdings Oy an affiliate of Madison Dearborn Partners, LLC

Deal Value

GBP 268 million

Role

Counsel to Powerflute Oyj

Parties

SoftBank Group Corporation (Seller), Tencent Holdings Limited (Buyer), Supercell (Target)

Transaction

SoftBank Group Corporation's and its affiliates' sale of all of their 72.2% stake in Supercell to an affiliate of Tencent Holdings Limited

Deal Value

Approx. USD 10.2 billion

Role

Counsel to SoftBank and its affiliates

Parties

State of Finland (Seller), Patria Oyj (Target), Kongsberg Defence & Aerospace AS (Buyer)

Transaction

The Finnish government's sale of 49.9% of its shares in Patria Oyj to Kongsberg Defence & Aerospace AS

Deal Value

EUR 272 million

Role

Counsel to Patria and its shareholder

Parties

Veolia, Neste and Borealis

Transaction

A transaction creating a JV with Neste and Borealis to build a new combined heat and power plant and produce and supply steam and other utilities to Neste's refinery and Borealis' petrochemical plant in Porvoo, Finland

Deal Value

Approximately EUR 350 million

Role

Counsel to Veolia

Parties

Ahlstrom (Seller), Ahlstrom’s building and wind business unit (Target), Owens Corning (Buyer)

Transaction

Ahlstrom’s divestment of its building and wind business unit to Owens Corning

Deal Value

EUR 73 million

Role

Counsel to Ahlstrom

Parties

Acorda Therapeutics (Bidder), Biotie Therapies (Target)

Transaction

Acorda Therapeutics' public tender offer of the shares and other securities in Biotie Therapies

Deal Value

USD 363 million

Role

Counsel to Biotie Therapies Corp.

Parties

Adven Group (Target), EQT (Seller), AMP Capital, Infracapital (Buyers)

Transaction

EQT Infrastructure Limited’s sale of Adven Group to a consortium comprising of AMP Capital Investors and Infracapital Partners II

Deal Value

Value not public

Role

Counsel to EQT

Parties

Faron Pharmaceuticals Ltd

Transaction

Faron Pharmaceuticals Ltd's IPO and listing on the AIM market of the London Stock Exchange as well as the preceding fundraising of approx. GBP 10 million

Deal Value

Approx. GBP 10 million

Role

Counsel to Faron Pharmaceuticals Ltd

Parties

Summit Partners (Buyer), Retail Logistics Excellence - RELEX Oy and certain shareholders of RELEX (Seller), Retail Logistics Excellence - RELEX Oy (Target)

Transaction

Summit Partners' acquisition of a EUR 20 million minority stake in RELEX, a Finnish provider of supply chain software solutions for retailers

Deal Value

EUR 20 million

Role

Counsel to Summit Partners

Parties

SoftBank (Buyer), Supercell (Target)

Transaction

SoftBank's acquisition of an additional 22.7% stake in Supercell, a Finnish online gaming company

Deal Value

Value not public

Role

Finnish counsel to SoftBank

Parties

Biotie Therapies Corp.

Transaction

Public offering and listing of Biotie Therapies Corp.’s shares on the NASDAQ Global Select Market

Deal Value

Approx. EUR 83 million

Role

Counsel to Biotie Therapies Corp.

Parties

Trimble Finland Oy (Buyer), Key employees of and investors in Fifth Element Oy (Seller), Fifth Element Oy (Target)

Transaction

Trimble Finland Oy’s acquisition of Fifth Element Oy from key employees of and investors in Fifth Element Oy

Deal Value

Value not public

Role

Counsel to Trimble Finland Oy

Parties

Asiakastieto Group Plc

Transaction

Asiakastieto Group Plc’s IPO and listing on the Helsinki Stock Exchange

Deal Value

Approx. EUR 170 million

Role

Counsel to Asiakastieto Group Plc

Parties

Metso Oyj (Seller) and Valmet Oyj (Buyer)

Transaction

Valmet Oyj’s acquisition of the process automation systems business from Metso Oyj

Deal Value

EUR 340 million

Role

Counsel to Valmet Oyj

Counsel to Henri Juva in the sale of a majority of shares in Quattro Mikenti Group Oy to Adelis Equity Partners Fund I AB by Henri Juva and other sellers.

Represented P Oy in a state aid case (C-6/12) related to the selectivity in the Finnish special permission procedure concerning the utilisation of tax losses following a significant change in the ownership of a Finnish company. In the case, the Finnish Supreme Administrative Court had requested preliminary ruling from the European Court of Justice and as a result, P Oy received the permission to utilise the tax losses.

Prevailed in a published landmark Supreme Administrative Court case where the Supreme Administrative Court annulled res judicata CFC decisions (including its own) because they were in conflict with Cadbury Schweppes (C-196/04) ECJ decision. In 2002, the Supreme Administrative Court had neglected its duty to refer the case to the ECJ.

Counsel to Swedish foundations in dividend withholding tax reclaim cases where the Supreme Administrative Court decided, based on the EU principles, that non-residents should also receive interest for the amounts paid back. The Finnish legislation was later amended to correct the situation.

Prevailed in a case recently published in the Supreme Administrative Court Yearbook concerning the question of whether the tax surcharge should be calculated on the basis of the gross amount or the net amount of the mistake.

Prevailed in a published landmark Supreme Administrative Court case concerning the allocation of income from employee options in cross-border situations. Due to the decision, the Finnish system was changed to better match the OECD principles.

Counsel to Raisio plc in a case against the Finnish Tax Authorities in order to have the profit of MEUR 220 generated from the divestment of Raisio plc’s chemicals business declared tax exempt. The Finnish Supreme Administrative Court decided the case in favour of Raisio plc, thereby “saving” them some MEUR 80.

Counsel in legal proceedings before the Finnish Supreme Administrative Court leading to a ruling whereby Finnish tax authorities are not entitled to raise back taxes from companies by re-characterising legal transactions without relevant mandate given by Finnish domestic tax law.

Counsel in a Central Tax Board case resolving the correct consolidation level indicated in the safe haven rule of the new Finnish interest deduction limitations (earnings stripping).

Counsel in legal proceedings before the Helsinki Administrative Court confirming an earlier Supreme Administrative Court decision that transfer taxes are not payable on the termination of share options.

Counsel to several tax payers successfully claiming a refund for unlawfully imposed transfer tax on issue of employee stock options.

Counsel to a client receiving a confirmation from the Finnish Supreme Administrative Court that an effective redemption clause is to be taken into account when valuing shares for gift tax purposes.

• ‘Ranked tier 2 in Tax’

• ‘Ranked tier 1 in transactional tax & tax controversy - Finland.’
• “Highly professional and focused.”

• ‘Ranked tier 1 in transactional tax - Finland.’

• 'Clients report that the team "works very effectively and can provide high-quality statements in a short time period."
• ‘Another client enthuses that "whenever we needed their help, they were there right away," and adds that "the whole impression of the firm and their expertise is really good."'

• ‘Ranked tier 1 in transactional tax - Finland.’
• 'One client said: "I was very pleased how Hannes Snellman served our business during the acquisition process. They were very professional and their deep knowledge of M&A helped me a lot during the process."'

• 'One client notes that "they are strong performers, very patient, professional and proactive."'
• 'The team receives praise from interviewees for its "excellent quality and strong resources."'

• 'The dedicated team consists of seven professionals, including three partners, and recently appointed associate Matleena Pälve, who came from EY. She focuses on corporate and international tax and assists clients in tax litigation. Another significant partner is Heikki Vesikansa, who is a member of the legal committee of the Finnish Venture Capital Association.'

• 'Outstanding tax team advising on both national and cross-border tax matters. Areas of expertise include the tax aspects in public M&A transactions, financial instruments, private equity deals and venture capital. Scope of expertise also extends to corporate tax issues, EU tax law and tax litigation.'

• ‘Hannes Snellman specialises in tax planning and structuring public and private M&A transactions. Heikki Vesikansa joined from KPMG to head the transactional structuring practice. He advises clients in tax structuring of investments, divestments and joint ventures.’