Deal activity stabilizes around pre-covid levels with a total of 22 transactions identified for the quarter. Nordhaven experience continued strong interest for high quality Nordic software companies.

Nordhaven acted as financial advisor for Helsinki-listed Solteq Plc in the carve-out and divestment of its Nordic ERP business, which is based on Microsoft Dynamics 365 Business Central and LS Retail solutions. The purchaser is Azets, the international outsourcing, compliance, and advisory group backed by HgCapital. The transaction was closed on May 2nd, 2023.

The net debt-free purchase price of the business is a maximum of EUR 20 million, consisting of the fixed purchase price of EUR 15 million and the earn-portion of a maximum of EUR 5 million. In 2022, the revenue of the transferring business was EUR 11.2 million and the operating profit was EUR 1.5 million. The business includes employees and customers in Finland, Sweden, Norway, and Denmark.

After the divestment Solteq will focus even more on providing superior software solutions and IT expert services for the energy sector, retail, and e-commerce, whereas Azets has ambitions to become a major implementation partner and provider of Microsoft Dynamics 365 Business Central based services and solutions, leveraging its wide customer base and presence across Europe.

"The transaction is already the fourth corporate carve-out and divesture transaction by a publicly listed company that Nordhaven has advised during the past six months. We are thankful for the responsibility that was given to us by Solteq, and believe that this is a true win-win transaction for both the purchaser and the seller, as well as for the customers and the employees of the business." says Juha Raunio, a managing partner at Nordhaven Finland.

Nordhaven acted as financial advisor for Pihlajalinna Plc in the issuance of EUR 20 million hybrid capital securities ("hybrid bond").

Pihlajalinna is one of the leading providers of private healtcare and wellbeing services in Finland. In 2022, Pihlajalinna had revenues of 690.5 million euros and employed over 7,000 personnel. Pihlajalinna's shares are listed on Nasdaq Helsinki Oy. For more company information, please visit www.pihlajalinna.fi.

The hybrid bond is subordinated to the company's other debt obligations and will be treated as equity in Pihlajalinna's IFRS consolidated financial statements. The hybrid bond does not confer to its holders the rights of a shareholder and does not dilute the holdings of the current shareholders.

"I am very pleased with the investor demand for this transaction despite the exceptional market conditions. The transaction supports the company's capital structure and strategy execution. We thank Nordhaven for a well managed process on a tight timeline. Their holistic understanding of the issuance process was essential for us as a debut bond issuer. We are once again very satisfied with Nordhaven's work", says Mikko Wirén, interim CEO and founder of Pihlajalinna.

"It was a privilege to support Pihlajalinna in this transaction. We are grateful for Pihlajalinna's continuing trust in Nordhaven. The transaction is yet another proof of our Debt & Capital Advisory and healthcare sector capabilities", says Martti Purhonen, Partner at Nordhaven.

Nordhaven advised Vihtan and its owners in the sale of the company to Swedish compounder investor Rebellion Capital. Following the transaction, the company will have additional resources to expand into other geographical markets as well as invest in growing in new business areas in their domestic market. The transaction was the first acquisition by Rebellion Capital in the Finnish market.

Founded in 2010 by Kimmo Haukilehto, Vihtan operates in the growing area of design, production and sales of glass products for various interior spaces within the renovation and new build markets. Vihtan is the domestic market leader in glass products such as walls, doors, and other dividers for bathrooms and saunas, and is quickly winning market share in glass products for dry indoor spaces in various end markets as well. The company's success has been built on a differentiated business model and strong sourcing operations. Over the years Vihtan has shown double-digit sales growth and a stable, over 20%, EBITDA margin. In 2022 the company had sales of 12.4 MEUR and EBITDA of 2.4 MEUR.

Rebellion Capital is a Swedish based compounder investor in small and medium-sized niche businesses within the Infrastructure as well as Industry & Trade sectors. The Rebellion team has a long track record of successfully developing companies, and key team members previously held positions with Serendipity Capital. Rebellion is a long-term owner, with its primary objective being to build an industrial group consisting of niche companies with robust cash flows and the potential for sustainable growth. With the conclusion of this Vihtan transaction Rebellion has now invested in 16 companies.

"Selling the company that you have founded and developed is most often a once-in-a-lifetime experience. It was very professional and fun to work with Nordhaven, and I value their creativity in getting our transaction done. The outcome was very good for both the owners and the company. I can highly recommend Nordhaven as an advisor for entrepreneurs thinking of selling their life work", says Kimmo Haukilehto, Vihtan CEO and Founder.

"It is our pleasure to work with companies that have solid business models and fine-tuned operations - as well as these companies' founders. We are very pleased to be able to structure a transaction that is appreciated by the owners, and that also creates a strong foundation for continuing the company's impressive growth story", says Kimmo Voutilainen, Associate Partner at Nordhaven.

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. 

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.