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Nordhaven quarterly software report Q4/2022

Deal volume in the Nordic software space at pre Covid levels, slightly below deal volume in Q3 2022. Nordhaven has identified 24 transactions in Q4 2022.

We identified in total 129 Nordic software transactions during 2022, the second highest annual deal volume registered since we started counting in 2014. 

Company news:
Litorina and Bragnum-backed Layer Group achieves a significant milestone by acquiring Kaukomaalaus and entering the Finnish market

Nordhaven advised Layer Group in its market entry to Finland through the acquisition of Kaukomaalaus. Layer Group, a company backed by investment firms Litorina and Bragnum, consists of over 50 strong local and regional companies in the Nordic surface services market. With this acquisition they will now have country-wide presences in both Sweden and Finland. Layer Group will continue growing both organically and inorganically, taking advantage of group benefits such as sharing of resources and best practices, recruitment and procurement, and excellent local service.

Founded in 1981 by Kauko Turunen, Kaukomaalaus has its headquarters in Seinäjoki and operations in seven Finnish regions. With a workforce of 250 employees, the company offers painting, plastering, facade renovation and other finishing services. Hospitals, schools, kindergartens, apartments, and commercial properties make up a large part of Kaukomaalaus’s customer segment, with some notable customers including SKANSKA and YIT. With a turnover of EUR 20 million, Kaukomaalaus is today one of Finland's largest painting companies.

Tero Merentie, Investment Manager at Litorina comments: “Both Litorina and Layer Group are highly pleased with the result. Throughout the project, Nordhaven provided value-adding service for us. They introduced the idea of expanding the Layer Group journey to the Finnish market and used their advanced interpersonal and tactical capabilities to open confidential dialogues and create the trust and atmosphere needed for deeper partnership discussions between Kaukomaalaus and Layer. As importantly, they consistently supported us, including through the final stages of the negotiations.

We would like to thank Litorina and Layer Group for the honour of assisting in their market entry to Finland. We believe that there is much room for growth and consolidation in the Finnish market, and high-quality operators like Layer Group and Kaukomaalaus will take full advantage of this opportunity.” says Niklas Lönnberg, Associate Partner at Nordhaven.

Company news:
Nordhaven advised HKScan Corporation in the sale of its Baltic business unit to Maag Grupp

Nordhaven advised HKScan in the divestment of its Baltic business area to Estonian Maag Grupp. HKScan is a Northern European food company with several heritage brands in the Nordics. The sale of HKScan's business in the Baltics is expected to be finalized in the second half of 2023, subject to regulatory approvals in Estonia and Latvia. The debt-free purchase price is EUR 90 million, of which EUR 20 million is conditional on the combined performance of the separately defined meat business, subject to the transaction and Maag Grupp's Baltic meat business in the following years.

HKScan's consumer brands in the Baltics are Rakvere, Tallegg, Rigas Miesnieks, Jelgava and Klaipedos Maistas. The company's production units are located in Rakvere, Tabasalu and Viiratsi in Estonia, and Jelgava in Latvia. In 2021, HKScan's net sales for the Baltic business amounted to EUR 170 million (Q1-3/2022: EUR 143.6 million), EBIT was EUR -5.4 million (Q1-3/2022: EUR -26.6 million) and the average number of employees in the three countries was some 1,500. HKScan has operated in the Baltics since the summer of 1998.

Maag Grupp is an over 25 years old Estonian food company operating in the meat and dairy business. Maag's net sales in 2021 totaled EUR 233 million and it employed some 1,000 people in Estonia, Poland and Finland. The company is known for its consumer brands Tere, Farmi, Deary, Rannarootsi, Rannamõisa and Pouttu.

"We thank Nordhaven for very well executed transaction process. Nordhaven's knowledge of the food industry, as well as cross-border and public M&A, were essential in order to achieve the transaction and financial result", says HKScan's Markku Suvanto, EVP, Administration and Legal.

"Nordhaven has been very active, long term, in the food sector and we are especially pleased to succeed with this transaction under the very challenging current market conditions", says Ari Leppänen, Partner at Nordhaven.

Company news:
Nordhaven advised in a major European consolidation transaction in forestry and wood processing

Nordhaven acted as the sole financial advisor for Pölkky Oy and its owners in the sale of the company to Pfeifer Group GmbH. The combined entity has approximately EUR 1.4 billion in turnover and 13 plants in four countries.

Pölkky Oy is Northern Finland's largest private wood processing company, with around 420 employees and an annual turnover of approximately EUR 200 million. The company was founded in 1968 and is currently held by the 3rd generation of the Virranniemi family.

Pfeifer Group GmbH is an Austrian 3rd generation family company with approximately 2,200 employees across eight locations in Austria, Germany, and the Czech Republic. The company is the European market leader in shuttering panels and pallet blocks as well as one the largest producers of sawn timber, pellets, formwork beams, and glulam. The key strategic rationale for the transaction is synergistic growth as well as diversification of Pfeifer Group's operations.

"This transaction secures the execution of Pölkky's growth strategy going forward. The outcome for the sellers and for the future of Pölkky is excellent! We are once again extremely satisfied with Nordhaven's outstanding work - including their thorough understanding of the forest industry and our business", says Petteri Virranniemi, CEO of Pölkky Oy.

"It was an honour to support Pölkky and its owners in this strategic transaction. We are grateful for Pölkky's continuing trust in Nordhaven. The transaction is yet another proof of our sector capabilities - within both M&A and Debt & Capital advisory services. We expect transaction activity in forestry and wood processing to rise in 2023", says Kalle Helander, Partner at Nordhaven.

Company news:
Nordhaven advised City of Helsinki in the sale of Palmia Oy to Mutares

Mutares SE & Co. KGaA has signed an agreement to acquire Palmia Oy from the City of Helsinki. The company will strengthen its Goods & Services segment as a new Finnish platform investment. The transaction is expected to close in Q1 2023, subject to approval by the Finnish Competition and Consumer Authority.

Palmia Oy offers food, real estate, cleaning, and security services in 12 different municipalities throughout southern Finland. The company was incorporated at the end of 2014 by the City of Helsinki. The company is expected to generate revenue of approximately EUR 120 million in 2022, and currently has around 2,400 employees.

The transaction will allow Palmia to focus on and further develop services for its current customers. The change in ownership will not affect the contracts between Palmia and its customers, and will allow Palmia to review its strategic priorities and to focus on growth into new customer segments.

Johannes Laumann, CIO of Mutares SE & Co. KGaA, comments: "With this transaction Mutares further builds on its successful presence in Finland. We are very happy to welcome Palmia Oy to our portfolio and will do our utmost with our team and management to repeat at Palmia Oy the success we had with Nordec Group Oyj. Here we managed to exceed Mutares' official ROIC target of 7-10x. Our successful track record makes it clear that such successes are reproducible. We are working on this with Palmia Oy as well from now on."

Mutares is headquartered in Munich, Germany and operates through its 12 offices in nine countries, employing more than 16,000 people through its various holdings. Mutares' holding companies generated approximately EUR 2.5 billion sales in 2021.

"We are happy that together with Nordhaven we have been able to find a new committed owner for Palmia and expect the company to develop further as a quality service provider for Helsinki and other clients. Although the recent years have been difficult for Palmia due to Covid and other recent market environment changes, Palmia's incorporation has been a success due the significant cost savings it has provided for the city", says Leena Saarinen, Chairman of the Board at Palmia.

"In this process we learned that Palmia has developed strong expertise in many of its service areas. We firmly believe that we have found a new owner who can further nurture Palmia to be a leading player in many of its service areas, with vast opportunities in, for example, the health sector, where newly established wellbeing services districts have a growing need for specialized service providers", says Ari Leppänen, Partner at Nordhaven.

Company news:
Nordhaven advised Stockholm Stock Exchange listed Skanska Group in the sale of its Finnish asphalt operations to Asfalttikallio

Nordhaven advised Skanska Group in its divestment of its Finnish asphalt operations to Asfalttikallio Oy. Skanska Group has signed an agreement with Asfalttikallio regarding the sale of all shares in Skanska Group's wholly owned subsidiary Skanska Industrial Solutions Oy. Skanska Industrial Solutions is a market leader in the asphalt and road marking business in Finland. It has 88 employees and annual sales of around 50 million euros. In its new home with Asfalttikallio, Skanska Industrial Solutions can, together with its professionals, be developed and strengthened even further.

Skanska Group is a Stockholm Stock Exchange listed construction and project development company with annual sales of around 15 billion euros. Nordhaven acted as an exclusive financial advisor for Skanska Group in planning and executing the divestment of Skanska Industrial Solutions.

"The sale of Skanska Industrial Solutions is the third corporate divesture Nordhaven has advised this year. We are thankful for the responsibility what was given to us by Skanska, and of course happy that SIS got an owner that will enable its business and professionals to shine and develop." says Ari Leppänen, a partner at Nordhaven.

Company news:
Nordhaven advised in a major Nordic consolidation transaction in the B2B distribution markets of essential products

Nordhaven advised Pamark and its owners on the sale of the company to OptiGroup, which is backed by FSN Capital, a leading European player in providing reliable and sustainable supply solutions for B2B customers. Following the completion of the transaction, which is subject to customary closing conditions, OptiGroup will further strengthen its presence and offering in the Nordics.

Pamark adds value to its customers by providing a wide range of consumables, devices, and related services that are essential for its customers to run their businesses successfully. The company works for customers within various resilient and growing segments, such as healthcare, safety & hygiene, and foodservice. Pamark's customers are from both the public and private sectors. Through its sourcing capabilities, Pamark can create a large, positive impact on its customers operations by offering competitive prices and advising on the transition towards using more sustainable consumables. Pamark was created through a merger between MedKit and Pamark in 2021, and it had a pro forma turnover of EUR 74 million (2021).

OptiGroup is a Sweden-based European group that has net sales of approximately EUR 1.4 billion and employs some 2,000 employees. OptiGroup supports more than 105,000 customers, primarily within cleaning & facility management, hotel & restaurant, healthcare, manufacturing, and the graphical sectors, with products and customized supply solutions that streamline operations and promote a more successful business. The company has an active acquisition strategy.

"When we were choosing a financial advisor to help us find the right partner to continue our company's growth story, the most important things were that there must be a match in personal chemistries, including trust and sense of humour, and that we share the same strategic view regarding the sales process. The characteristics of the Nordhaven team matched perfectly with us, and our decision to choose Nordhaven as our financial advisor turned out to be the right one. Without the skills of Nordhaven's team the final result of this sale process would not have been as successful!" says Minna Åman-Toivio, CEO and majority owner of Pamark.

"We are happy for the owners of Pamark for reaching a fantastic end result, both financially and business-wise. It is great to work with companies that have strong business models and management teams. Pamark has been highly successful despite ongoing integration work and various disconnects in both sourcing and end-customer markets due to Covid, the obstruction in the Suez Canal and the war in Ukraine." says Timo Lappalainen, responsible partner for the project. 

Company news:
Nordhaven advised Nasdaq Helsinki-listed Reka Industrial in the sale of Reka Cables to French Nexans

Reka Industrial Plc has signed an agreement with Nexans Group regarding the sale of all shares in Reka Industrial’s wholly owned subsidiary Reka Cables Ltd. Reka Cables operates the cable business of Reka Industrial. Nexans is one of the leading suppliers in cable technologies and services.

Purchase price of the shares is EUR 53 million which will be paid in cash. According to the Finnish Accounting Standards the net debt of Reka Cables at the end of September 2022 was EUR 6.5 million. Reka Cables represent c. 85% of Reka Industrial’s revenue. After the announcement the Reka Industrial’s share price increased approximately 60%.

The acquisition of Reka Cables will further contribute to Nexans’ ability to serve its Nordic customers with high quality and safe cables in the region. This acquisition is seen to benefit the teams of both Reka Cables and Nexans, with synergies and development opportunities ahead of them.

Reka Cables is the largest Finnish-owned cable manufacturer, which has been at the forefront of the cable industry for more than 60 years. Reka Cables provides durable, high-standard cable solutions for renewable energy production, network construction, industry as well residential and office construction. Reka Cables has round 270 employees and the turnover in 2021 was EUR 134 million.

Nexans is headquartered in Paris, France and operates in 42 countries employing approximately 25,000 people. Nexans’ turnover in 2021 was EUR 6.1 billion. Prior to the completion of the transaction, Nexans has had no production in Finland.

The transaction is conditional to the approval of the Extraordinary General Meeting of Reka Industrial and approvals by the relevant regulatory authorities.

We thank Nordhaven for very well managed process and especially negotiations. Nordhaven’s knowledge and advice of cross-border M&A between public companies was essential to make this deal happen. In addition to the excellent financial result, we are happy that Reka Cables will have a great operational continuity with Nexans”, says Markku E. Rentto, Chairman of the Board in Reka Industrial.

We are thankful that we are given such a trust to assist to sell owner’s core business with long ownership history takin into account its longer traditions”,  says Ari Leppänen, Partner in Nordhaven.

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