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.

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.

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.

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.

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.