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Waselius & Wist advised the initial purchasers on the Finnish aspects of the issuance of EUR 400 million 3.250% senior notes due by 2024 by Nomad Foods Limited (NYSE: NOMD). Waselius & Wist also advised the arrangers on the Finnish aspects of the refinancing of Nomad Foods’ senior credit facilities with EUR 500 million and USD 610 million senior term loans.
Nomad Foods is a leading frozen foods company that produces, markets and distributes brands in 17 countries and has the leading market share in Western Europe. The Company’s portfolio of leading frozen food brands includes Birds Eye, Iglo, and Findus.
Value: EUR 900 million and USD 610 million
Waselius & Wist successfully represented Bayer Oy in public procurement litigation in the Market Court
Waselius & Wist successfully represented Bayer Oy in public procurement litigation in the Market Court relating to a major procurement by IS-Hankinta Oy of blood glucose meters and test strips.
Waselius & Wist advises the initial purchasers on the Finnish aspects of the issuance of EUR 400 million 2.875% senior notes due by 2024 by Nassa Topco AS, subsidiary of Nets A/S (CPH: NETS). Nets is a leading provider of digital payment services operating primarily in the Nordic region. For 2016, Nets reported revenue of DKK 7,385 million and EBITDA b.s.i. of DKK 2,619 million.
Value: EUR 400 million
Offering of 7.250% senior notes due 2023 and 7.500% senior notes due 2025 by First Quantum Minerals Ltd
Waselius & Wist represented First Quantum Minerals Ltd in the Finnish law aspects of the offering of $1,100,000,000 in aggregate principal amount of 7.250% senior notes due 2023 and $1,100,000,000 in aggregate principal amount of 7.500% senior notes due 2025. First Quantum Minerals Ltd is a mining and metals company.
Value: USD 2,2 billion
Waselius & Wist advised New York based Delos Living LLC on its investment in NaturVention Oy (Naava), a Finnish health technology and cleantech company specialised in biological air purification, including so-called green walls. Delos Living LLC acted as the lead investor in the transaction, which is part of NaturVention Oy’s latest € 3.2 million funding round to facilitate US market entry.
Delos Living LLC is a world leader in providing standards and solutions for interior environments that can enhance the health, well-being and productivity of occupants. Delos’ platform includes programming, design, consulting, research, and an array of innovative solutions and technologies designed to improve health and well-being
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