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Waselius & Wist advised Cerberus Capital Management in the Finnish aspects of its acquisition of a controlling stake in the European operations of the US listed office supplies company Staples Inc. (NASDAQ: SPLS). The European operations consist of retail, contract and online businesses in 17 countries generating aggregate annual sales of approx. € 1.7 billion.
Waselius & Wist represented Gardner Denver in delivery security arrangements between Gardner Denver Oy, certain customers and a Finnish listed casting solutions provider.
Jouni Kautto has been appointed Specialist Partner as of 1 January 2017. Jouni Kautto’s main areas of practice are Employment and Incentives and Tax Law. Jouni joined Waselius & Wist in 2012 and will as of 1 January 2017 head the firm’s Employment and Incentives practice. Jouni has solid experience in working with domestic and international clients on a variety of employment matters including issues related to transactions and workforce restructurings in connection with transactions as well as day-to-day employment matters. In addition, Jouni has advised clients in various tax law related issues especially within the area of indirect taxation and VAT.
Waselius & Wist successfully represented Bayer Oy, Oy SCA Hygiene Products Ab, Coloplast Oy and Steripolar Oy as appellants in proceedings in the Supreme Administrative Court (“SAC”) against KL-Kuntahankinnat Oy as contracting authority and OneMed Oy as the winning tenderer. To the extent known, this is the first time a Finnish court has considered a framework arrangement restrictive of competition in a situation where the contracting authority received two competing tenders that fulfilled the requirements of the request for tenders. The decision of the SAC (KHO:2016:182, 17.11.2016) was published in the yearbook of the SAC, which means that it is considered a legal precedent to be followed in other similar cases.
The case concerned an appeal against the procurement of health care supplies and related services by KL-Kuntahankinnat Oy through a framework agreement open for all Finnish municipalities and also certain other contracting authorities. KL-Kuntahankinnat Oy is a central purchasing body acting on behalf of municipal and local government customers by tendering framework agreements, conducting negotiations and managing contracts. The appellants are manufacturers of various hospital and health care supplies.
The estimated total value of the framework agreement was, according to the contracting authority, some 16 million euros. However, since the framework arrangement was open-ended, this figure was according to the appellants not reliable and the actual value of the agreement could have been significantly higher. Eventually, in the absence of the SAC’s intervention, the scope of the agreement could have been nationwide corresponding to a value of more than 80 million euros based on population.
The SAC ruled in favor of the appellants on all points concluding that the procurement was unlawful and restricted competition in contradiction with the Act on Public Contracts (348/2007, as amended) and EU Directive 2004/18/EC. The SAC revoked the decision of the Market Court and the procurement decision of KL-Kuntahankinnat Oy and ordered KL-Kuntahankinnat Oy to organise a new contract award procedure subject to a conditional fine of 1 million euros.
The decision of the SAC creates a level playing field for potential tenderers and makes it clear that framework agreements cannot be used improperly to prevent, restrict or distort competition. Due to the discriminatory nature of the request for tenders and certain unproportionate mandatory requirements, the tender was in fact open only to the biggest wholesalers in the market and foreclosed the manufacturers of the products, which had no actual possibilities of participating in the tender.
Further, the decision of the SAC confirms, as argued by the appellants, that the potential tenderers have a right to receive sufficient information for the purposes of submitting a tender, including information on the actual scope of the procurement, the customers participating in the procurement and the purchases to be made by such customers in accordance with the principle of transparency.
Waselius & Wist advised Santander Consumer Finance Oy, Bank of America Merrill Lynch, Barclays and Santander Global Corporate Banking in the securitisation of auto loan hire purchase contracts by Santander Consumer Finance Oy. Santander Consumer Finance Oy is a Finnish finance company and a market leader in auto financing and a member of the Santander Consumer Finance- and Santander -groups.
Value of the portfolio: EUR 607,200,000
Waselius & Wist represented Deutsche Bank AG, London Branch, RBC Capital Markets, UniCredit Bank AG, Barclays PLC and Jefferies Finance LLC as mandated lead arrangers in the Finnish law aspects of the financing of the acquisition of Fläkt Woods Group by Triton funds. Fläkt Woods Group is a leading air technology solutions and HVAC systems provider. Triton is a private equity investment firm investing in medium-sized businesses in northern Europe, Italy and Spain.
Waselius & Wist advised the shareholders of e-Taxfree Nordic Oy in the sale of the company to Fintrax Group. e-Taxfree Nordic is a Finnish tax-free company which offers Europe’s first paperless tax refund solution.
Acquisition by Chr. Hansen A/S and Chr. Hansen Finland Oy of LGG®, the world’s best documented probiotic strain, from Valio Oy
Waselius & Wist advised Chr. Hansen in an acquisition from Valio Oy of a business that includes the LGG® trademarks and strain and related customer agreements, a collection of 3,200 strains and a production site in Tikkurila, Finland, which currently produces the LGG® strain and a number of specialty strains used in dairy production. LGG® is the best documented probiotic strain in the world that has been used in food and dietary supplements since 1990 and has a proven beneficial effect on the gastrointestinal and immune system.
Chr. Hansen is a global bioscience company that develops natural ingredient solutions for the food, nutritional, pharmaceutical and agricultural industries. Chr. Hansen has a total turnover of EUR 859 million (2014/15 financial year) and some 2.600 employees. Chr. Hansen is listed on Nasdaq Copenhagen.
Waselius & Wist represented Algol Oy in the sale of its wholly-owned subsidiary Algol Pharma Oy to Biocodex S.A.S., a multinational specialty pharmaceutical company.
Algol Oy is a Finnish supplier of products and solutions for industry and healthcare. Algol Group has a total turnover of some MEUR 160 and some 400 employees.
Waselius & Wist advised HiQ International AB (publ), a Swedish public limited company, in the acquisition of Great Apes Oy as well as on the tax aspects of the transaction. Great Apes Oy is a digital design and development agency based in Helsinki, Finland.