Scandinavia: The Nordic Leagues
A glance at the deals struck in Scandinavia this year shows that the region's top firms have maintained their tight grip on the M&A market. But will the boom in Nordic M&A mean greater opportunities for some of the region's smaller firms? Dominic Carman reports
September 27, 2006 at 08:03 PM
12 minute read
"The Nordic region is a long way from being the boom-town it was. Lawyers have struggled." This gloomy critique from one observer in 2003 may echo Ibsen or Strindberg, yet it finds no resonance among today's legal elite – the M&A men who gauge their smiles from data tables. Five years ago, according to Merger-market, the top three Nordic firms by deal volume were Vinge, Mannheimer Swartling and Linklaters. For the first half of 2006, the same three firms occupied the same positions. But the 83 deals the leading triumvi-rate advised on in 2002 increased to 181 by 2005 and this year should be even better. As any corporate lawyer from Stockholm to Helsinki will tell you, Scandinavia is booming once again.
Sweden
"The M&A market in Sweden is very strong and will be so for some time," says Axel Calissendorff, the highlyrated corporate lawyer recruited last year by Roschier Holmberg from Mannheimer Swartling. "There are many private equity players with considerable funds and very low interest rates. Public deals have picked up. The stock exchange used to be more or less closed, but today it is perceived as a very good alternative so we have had IPOs and many more public takeovers."
In a surprise move, Calissendorff opened Roschier's Stockholm office after the Finnish powerhouse saw room for growth in Sweden. He has since delivered 11 deals and occupies ninth position in the latest volume tables.
"Industrial players have come out on the market again. It has been very hectic," says Martin Borresen, a corporate partner at Linklaters. He points to the largest Swedish deal last year – Old Mutual's hostile (unusual in Sweden), protracted €4.7bn (£3.15bn) takeover of insurance company Skandia. "It was a complicated public bid with negative institutional owners – quite an uphill battle for a London-listed South African insurance company; legally tricky as a partly-cash, partly-shares deal. We also listed Old Mutual in Stockholm." While Linklaters advised Old Mutual, Gernandt & Danielsson (G&D) acted for Skandia.
Linklaters also advised EQT, the Swedish-based private equity house, on its €1.8bn (£1.2bn) leveraged buyout of Select Service Partner from Compass Group.
With 63 deals valued at €19bn (£12.74bn), Vinge is ranked number one both in Swedish and regional M&A – for value and volume of deals. Corporate partner Fredrik von Baumgarten says: "We had a bigger M&A market share at 20% in 2000-01, but that was unnatural. Following 2004′s Swedish Bar Association (SBA) ruling that firms could act for only one client in a controlled auction, it has reduced to 16%.
"Although our market share decreased, the overall value has risen slightly. The ruling created some difficulty. We lost some clients and it is much harder for Mannheimer and ourselves to grow now."
On the positive side, Von Baumgarten highlights the €4bn (£2.68bn) purchase by Investor and EQT of Swedish medical technology company Gambro as "a landmark deal – a listed investment company teaming up with a private equity player". Vinge advised Investor, the largest industrial holding company in the Nordic region, and EQT's jointly-owned bid vehicle, Indap.
Ake Kjellson, managing partner of Mannheimer, says: "There have been many recent demographic exits from Swedish private equity firms and a generation shift in family-owned businesses where the younger generation does not want to take over."
He singles out Mannheimer's representation of IndustriKapital in its divestment of Sydsvenska Kemi (Perstorp), Electrolux in its spin-off of Husqvarna, Ericsson's divestment of Microwave Systems and 3i's acquisition of Skanska Modulas as among the most important deals where Mannheimer was retained.
Kjellson does not see the SBA ruling as limiting "because we applied the principle already" but agrees that it has helped quality mid-sized firms such as G&D, Cederquist and Hammarskiold & Co pick up more work. He says: "They have benefited, plus the number of controlled auctions has increased tremendously."
Stefan de Geer at G&D selects Skandia/Old Mutual and Gambro/Indap as his firm's biggest deals last year. Founded in 1992 and only a quarter of the size of Vinge, mid-sized G&D operates from a single Stockholm office. De Geer says: "Theoretically, the SBA ruling should have benefited us. Do we feel it? No." However, he concedes: "The number of mid-sized firms doing M&A has increased, which means more competition."
At Hammarskiold, partner Lars Ulrichs hails "the boom in cross-border real estate M&A, which reached an all-time high in our firm this year". He highlights several acquisitions exceeding €1.4bn (£1bn) by the Danish company Keops. Hammarskiold also represents Scania in the recently-announced €9.6bn (£6.44bn) bid by MAN, which is represented by G&D.
Meanwhile, Claes Zettermarck at White & Case – a strong local operator since 1983 – has acted for Nordic Capital in several divestments, including Anticimex Europe to Ratos Nordic Capital and Ahlsell Group to Goldman Sachs Capital Partners and Cinven. "The Ahl-sell deal was interesting," says Zettermarck, "because there was more than staple-on financing, there was new financing in place for a financial buyer, guaranteed to be in place on closing. This was very unusual."
White & Case also represented WM-data in the recent €1.3bn (£872m) public offer by LogicaCMB.
Norway
Thommessen, part of a three-way alliance with Vinge in Sweden and Kromann Reumert in Denmark, dominates the Norwegian league tables with 44 deals, totalling €11.47bn (£7.69bn) in 2005, displacing Linklaters from third place in the overall Nordic volume table with 47 deals.
"The most important factor in Norwegian M&A has been the private equity houses, which have been very forceful since 2004, and the auction process. This has demonstrated to company owners that great values are available," says Nils Thommessen, partner at Wier-sholm Mellbye & Bech. "Many companies have been put out for auction. One good example is the sale of the Nille Group to Ferd Private Equity.
"A second factor is the offshore energy sector which has exploded since late 2005 in line with the increase in energy prices. Many smaller oil companies and offshore companies have emerged as interesting players with real value." Among the firm's most important deals, Thommessen cites Pan Fish's acquisition of Marine Harvest for €1.3bn (£872m) and the €360m (£241.5m) merger between Elcon and Bankia Bank.
"The strong offshore market has been significant for us," says Susanne Munch Thore, corporate head at Wikborg Rein.
"However, in addition to transactions in this sector, our recent work includes deals such as the Yara International sale to Bergesen and advising the Swedish telco, TeliaSonera over the purchase of NextGentel." The first deal was worth €280m (£187.9m) and the second €230m (£154.3m).
Bugge Arentz-Hansen & Rasmussen (BAHR) has been strong in Norway for many years. The firm's chairman, Oyvind Erikse, says: "[BAHR] has built a strong transactional practice with a mix of energy and non-energy clients at the top end of the market."
BAHR advised Abbot Group in the acquisition of Songa Drilling in a €230m (£154.3m) deal. Songa was advised by Wikborg Rein. And BAHR advised Compagnie Generale de Geophysique in its 60% purchase of Exploration Resources for €170m (£114m).
Freshfields Bruckhaus Deringer, Clifford Chance (CC), Allen & Overy and Sullivan & Cromwell have all been active in finance and energy deals in Norway, while Linklaters continues to be a prominent Norwegian player, operating from its Stockholm and London offices. Its recent deals include advising Vodafone on the €1.035bn (£694m) sale of its Swedish business to Telenor and advising HgCapital on its €549m (£368.4m) cash bid for Norwegian software company Visma.
Denmark
Following Sweden's lead, the Danish Bar introduced new regulations on conflicts of interest in May 2005, which some said would affect the four big local firms – Bech-Bruun, Kromann Reumert, Gorrissen Federspiel Kierkegaard (GFK) and Plesner. Despite initial scaremongering, there has been little impact. Meanwhile, private equity has made its mark, resulting in some sizeable deals.
Philip Risbjorn, partner at Bech-Bruun, explains: "Last year, there were two groundbreaking deals – private equity-driven transactions that have changed the landscape due to the deal size and the entry into the Danish M&A market of the largest US and European private equity houses. First, listed service company ISS was taken over by the private equity arm of Goldman Sachs and EQT in a €4bn (£2.68bn) deal. That was followed by the takeover of listed telecom operator TDC by five joint parties – Kohlberg Kravis Roberts & Co, Apax, Permira, Providence Equity and Blackstone – in a €13bn (£8.72bn) deal."
In what proved to be Europe's largest private equity deal of 2005-06 and the largest-ever European leveraged buy-out, CC advised TDC, Simpson Thacher & Bartlett and Bech-Bruun advised the bidding consortium and Kromann Reumert advised TDC on local law. Lending agreements were handled by Plesner and Linklaters. In the ISS deal, Bech-Bruun acted for the financing banks, Plesner advised Goldman Sachs, GFK represented EQT and Kromann Reumert advised ISS,
"Since those two deals, the top global private equity houses have discovered Denmark," concludes Risbjorn. "The number of players on the 'buy' side in auctions has increased, there have been more transactions and private equity houses have an increased appetite for larger targets."
Jacob Bier at Plesner points out that "in the broader market there has been a flow of deals in the €1bn- 2bn (£671m-£1.34bn) range. NycoMed re-acquired by Nordic Capital, the sale of DT Group by CVC and the sale of Kobenhavns Lufthavne, which owns and runs Copenhagen Airport, to Australian fund Macquarie".
At Kromann Reumert, partner Marianne Philip agrees with this point of view. She says: "We have been very busy on large transactions but we have also seen a sharp increase in mid-sized transactions. Conflicts are mainly seen at auctions on large transactions where some of the mid-sized firms have benefited." Among these is Accura, listed as number one in the Danish deal volume table. The firm's managing partner, Kaare Stolt, says: "We have grown from 30 to 68 lawyers in the past two years and therefore have to be careful not to put ourselves in the position of the big four firms where conflicts of interest are potentially a barrier to growth."
Finn Moller Kristensen, M&A head at GFK, agrees: "Everyone seems active – industrial companies, private equity, both selling and buying, and lots of capital markets transactions – we are seeing several IPOs in the pipeline."
He points out: "We did not act in the TDC deal because our managing partner is also vice chairman of the TDC board, so he was negotiating the deal on behalf of the company."
Finland
The Finnish league table for M&A value is dominated by one large deal, due to be completed by 1 January, 2007, and valued at €25bn (£16.76) by the Wall Street Journal and Mergermarket – the Nokia Siemens Networks joint venture.
This creates a market network leader for fixed mobile convergence, consisting of Nokia's Networks Business Group and Siemens' carrier-related fixed and mobile network operations. The move followed a tie-up between French phone equipment firm Alcatel and US company Lucent Technologies.
CC and Hannes Snellman advised Siemens. Shearman & Sterling and Roschier Holmberg advised Nokia. "The Nokia-Siemens joint venture will be headquartered in Finland," says Roschier partner Ulf-Henrik Kull, "although it is a global deal."
The dominant player in Finland, with twice as many deals as its nearest rival, Roschier, parades a long deal list. This includes acting for SKF, Rautaruukki and Wartsila in the sale of Finnish steel company Ovako to a European consortium for €700m (£469.4m) and for Tallink, the Estonian ferry operator, in the €469m (£314.6m) acquisition of Silja from Sea Containers (advised by Hannes Snellman). "It was a special transaction," says Kull, "because it was the first consolidation of the shipping industry in the region."
He believes that it will set a precedent for further consolidation among the basic industries in the region. As for the success of the firm's new Stockholm office, he adds: "It would be a Finnish and Swedish understatement to say that we are extremely happy about it."
At Hannes Snellman, managing partner Johan Aalto highlights the advice the firm gave to OKO on its acquisition of Pohjola Group for €2.1bn (£1.4bn), the firm's acting as counsel to Wartsila in the sale of Ovako and separately on the Kamppi real estate transaction – "one of the biggest shopping centres ever built in Finland".
Aalto compares his firm with Roschier: "The similarities far outweigh the differences. In any Nordic market, it is typical to have two market leaders active in transactions so we see them most often in deals. Their opening in Sweden was a fine move."
He singles out White & Case as "the only foreign law firm of some size present in Finland. They do splendid capital markets work operating as a local firm".
"Foreign law firms," he adds, "are taking a bigger part as lead counsel in the Nordic region, so local firms deliver a lot of due diligence work for them." He lists Shearman, Sullivan and Cleary Gottlieb Steen & Hamilton as prominent examples.
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