FINLAND Law and Practice Contributed by: Christoffer Waselius, Jaakko Huhtala and Niko Markkanen, Waselius
be most commonly litigated include purchase price mechanisms, warranty breaches, possible additional purchase prices (such as earn-out) and breach of non- compete provisions. Buyers are likely to be less reluc - tant to make claims against W&I insurers than against a portfolio company’s management.
nature, it shall swiftly examine the matter, evaluate the proposed bid and acquire sufficient and appropri - ate information to support its evaluation. The board of directors of the target company is at all times obliged to promote the interests of all shareholders of the tar - get company and must seek the best outcome for the shareholders. In a friendly takeover, the bidder and target compa - ny typically enter into a combination or transaction agreement in which the main terms of the offer and co-operation of the parties are agreed upon. 7.2 Material Shareholding Thresholds and Disclosure in Tender Offers Shareholders or persons comparable to sharehold - ers must notify the listed company and the Finnish Financial Supervisory Authority (FFSA) of changes in shareholdings when the holding and/or the holdings of controlled entities exceed, fall below or reach the notification thresholds of 5%, 10%, 15%, 20%, 25%, 30%, 50%, 2/3 or 90% of the number of voting rights or shares in the company. The notification must be made in writing without undue delay, and no later than the next trading day after the shareholder has learnt or should have learnt about the transaction triggering the notification obligation. An obligation to disclose major holdings may arise on the grounds of existing proportions of holdings and voting rights, or on the acquisition of a so-called long- position through financial instruments, or any combi - nation of the above. The notification obligation may also arise without any specific measures being taken by the shareholder if, for example, shareholdings are diluted due to an increase in the number of shares as a result of a share issue, or a proportional holdings increase due to the annulment of the target company’s own shares. A company whose securities are traded on the Hel - sinki Stock Exchange is required to disclose regulated information in a manner that ensures fast access to such information on a non-discriminatory basis. The issuer must ensure the dissemination of information to the media so as to ensure that the information is pub - lished as extensively as possible in the home country and throughout Europe, where applicable.
7. Takeovers 7.1 Public-to-Private
Public-to-private transactions have become more common in recent years, with notable high-profile deals taking place in 2024, such as: • the cash tender offer by the indirectly KKR owned Accountor Finago Oy for all shares in Heeros Plc, the cash tender offer by Onni Bidco Oy for all shares in Innofactor Plc, the cash tender offer by Apollo-led consortium Project Grand Bidco (UK) Limited for all shares in Purmo Group Plc and the cash tender offer by Matrix 42 for all shares in Efecte Plc; and • in 2022–2023, the cash tender offer by Crayfish BidCo Oy for all shares in Caverion Plc, the cash tender offer by Sega Europe Limited for all shares in Rovio Entertainment Plc and the cash tender offer by Georg Fischer AG for all shares in Uponor Plc. In one of the largest Finnish public-to-private transac - tions to date, Blackstone Group made a tender offer in 2017–2018 and acquired Finnish real estate invest - ment company Sponda Oyj, with an enterprise value of EUR3.8 billion. Another notable transaction was CGI Group’s bid in 2017 for Affecto, one of the big - gest providers of business intelligence and enterprise information management solutions. In 2018–2019 a consortium led by Chinese sports - wear company Anta Sports made an offer to acquire Finland’s Amer Sports in a deal that valued the target company at EUR4.6 billion. The role and actions/duties of the target company’s board of directors in a takeover is regulated in the Helsinki Takeover Code. If the board of directors con - siders the approach by a bidder to be of a serious
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