Transactions

Transactions

Latest deals

2020
Nordhaven advised
in the acquisition of NCC Road Services Sweden and Finland
Nordhaven advised Frankfurt listed Mutares in the acquisition of NCC Road Services Business in Sweden and Finland from NASDAQ Stockholm listed NCC. The acquired business is among the market leaders in both geographies. It offers comprehensive solutions within road operations and maintenance. Services include e.g. snow handling, road supervision, road maintenance, traffic signs, wildlife fences and road markings.

Mutares looks forward to supporting the initiatives already taken by the management and to develop the business even further as a stand-alone operation. The management has identified several opportunities and growth avenues that can be taken on together as a result of this transaction. Mutares is convinced that the cooperation with the motivated management will lead to further strengthening of the already strong market position in the Nordic markets.

NCC Road Services Business in Sweden and Finland is a part of the Infrastructure Business Area. NCC is one of the leading companies in the Nordics within construction, infrastructure and property development, with sales of about SEK 57 billion and 15,500 employees in 2019. The NCC share is listed on NASDAQ Stockholm.

Mutares SE & Co. KGaA is a holding company that acquires (parts of) companies that have a turnover of around EUR 50 to 500 million. It actively supports and develops its portfolio companies with its own investment and expert teams and through strategic add-on acquisitions.

Niklas Lönnberg, Associate Partner at Nordhaven, says: “The transaction is yet another example of a deal in our Nordic home markets. We do our utmost for our clients every time and are happy when we can contribute to the success of our clients.”

The transaction is expected to be completed during Q3/2020.

“The deal execution capability of Nordhaven in an international M&A transaction is impressive. They had the finger on the pulse throughout the whole process, and due to the activity and process coordination expertise of Nordhaven, timely decision making was possible. Not of course forgetting about the strategic advice that they gave to enable this important transaction. We are very pleased with the outcome”, says Jesse Petäjä, Manager at Mutares Nordics
2020
Adviser to Korona Invest and other owners on the sale of
to Læringsverkstedet
Nordhaven advised Pilke Päiväkodit and its owners on the sale of the company to Norway-rooted family company Læringsverkstedet. Following the transaction Læringsverkstedet will be the largest daycare group in the Nordics and one of the largest globally with combined sales of approx. €450 m in 2019 and operations in Norway, Sweden, Finland, Germany, Dubai and Latvia. Following the acquisition of Pilke Päiväkodit Læringsverkstedet plans to continue to grow in its existing countries as well as to increase its overall presence outside the Nordic region significantly.

Pilke Päiväkodit is a market leading private daycare company in Finland and it is well-known for high quality in its early education as well as substantial benefits created for municipalities. In addition to providing daycare services to over 10.000 children in over 150 daycare centres across Finland, Pilke Päiväkodit provides also after-school club and child home care services to its customer families. Throughout years Pilke Päiväkodit has been a regular study excursion destination for numerous Asian and European daycare operators who are interested in learning more about the benefits of the Nordic early education curriculum and benchmarking their operations with Pilke.

Pilke Päiväkodit has been majority owned by Finnish private equity investor Korona Invest since 2012. During Korona Invest’s ownership period the company has grown its sales from approx. €1.5 million to close to €100 million, it has opened over 50 new day care units nationwide and hired close to 2.000 daycare professionals.
“I am truly impressed by the work done by Nordhaven. The combination of compelling fact-based story-building and tactical skills, deep M&A and debt advisory expertise, high service level and a lot of laughs are Nordhaven’s ingredients for a highly successful international sales process. With the help of Nordhaven we were able to find the best home for Pilke and we are very proud to join an international market leader in our strongly developing industry segment.” says Kai Seppälä, founder of Pilke Päiväkodit.
2020
Adviser to
on renegotiating EUR 40 million debt portfolio and additional debt financing
Relating to coronavirus and challenging industrial market conditions, Nordhaven advised Terra Patris on renegotiating of its EUR 40 million debt portfolio and on additional debt financing. The debt portfolio included both bilateral loans and syndicated debt facility. Terra Patris Oy is a Finnish family-owned company with subsidiaries in leisure marine industry, construction equipment industry, contract manufacturing and in forest industry.
Coronavirus caused adverse market conditions for majority of our businesses. We wanted to take proactive approach and secure our liquidity reserves. Long-term debt funding solution achieved supports our growth strategy going forward. We are highly satisfied with Nordhaven’s value-adding support from planning to final execution” says Turkka Hirvonen, CEO of Terra Patris group.
2020
Adviser to
on the design of equity-based incentive plans
We advised Metso-Outotec in designing a Performance Share Plan for the top management, a Deferred Share Plan for other senior management and selected key employees and a Restricted Share Plan as a complementary structure for specific situations. Metso Outotec is a frontrunner in sustainable technologies, end-to-end solutions and services for the aggregates, minerals processing, metals refining and recycling industries globally.
2020
Adviser to
on the design of equity-based incentive plans
We advised Neles in designing a Performance Share Plan for the top management, a Deferred Share Unit Plan for other management and selected key employees and a Restricted Share Plan as a complementary structure for specific situations. Neles is one of the leading providers of mission-critical flow control solutions and services for process industries globally.
2020
Adviser to
on transaction related changes to the various long-term incentive plan structures
We advised Metso on transaction related changes to the company's various long-term incentive plan structures. The combination of Metso Minerals and Outotec has been completed and the new company, Metso Outotec, was established on July 1, 2020. At the same time, Metso Flow Control became a separately listed independent company and started its journey under the name of Neles.
2020
Adviser to the owners and management of
in the sale to Conscriptor
The acquisition enables a leading provider of digital solutions within speech recognition, documentation and transcription services to the Nordic health care industry, to increase the work efficiency of health personnel and free more time for direct patient care.

Max Manus Group is the leading Scandinavian distributor of speech recognition solutions for healthcare professionals, providing customized speech recognition and digital dictation solutions to hospitals in Norway, Sweden, and Denmark. Max Manus’ operational business is structured through the companies, Max Manus AS (Norway), Max Manus AB (Sweden) and Max Manus A/S (Denmark). The companies have historically not been consolidated, which has caused certain transactional obstacles for Management and Nordhaven to overcome.

“The spread of COVID-19 has increased the load on the healthcare system in all the Nordic countries. Efficient digital solutions as we provide, contribute to increase the capacity and therefore increase the ability to handle crisis situations. We see great opportunities going forward to help the healthcare system further free capacity, and at the same time relieve health care personnel which experience pressured working environments, also under more normal circumstances than what we have today” – Martin Elster, CEO Max Manus.

“We aim to be the Nordic-leader in liberate healthcare personnel’s time for direct patient care. Today, only 30% of healthcare personnel’s time is used on direct patient supervision. Our ambition is to double time for direct patient supervision from today’s levels by supplying transcription and speech recognition solutions. Specifically, this relates to enabling digitalization and usage of AI technology” – Henric Carlsson, CEO Conscriptor.

“There is a potential for an increase in efficiency in the Nordic healthcare sector, and we believe that administration and process handling will be further digitalized. We believe that Max Manus and Conscriptor possess the knowledge and solutions within documentation and transcription that will contribute to fundamental changes of administrative processes in the healthcare sector. The solutions will at the same time liberate time for direct patient care for doctors and other healthcare personnel” – Bjarne Lie, Managing Partner Verdane.

About Verdane

Verdane is a specialized growth investor cooperating and investing in ambitious, Northern European, technology companies, supporting further international growth. With a total of more than NOK 17 billion of committed capital, Verdane funds have invested in more than 120 companies in the growth sectors, including high-tech industrials, e-commerce, software, energy- and resource-efficiency and financial services. Verdane has more than 50 employees and offices in Berlin, Copenhagen, Helsinki, London, Oslo and Stockholm.

About Conscriptor

Conscriptor is Sweden’s largest supplier of journal documentation services and dictation solutions for hospitals and clinics. Conscriptor was founded in 2006 in Orust, Sweden and today employs more than 200 people. Conscriptor is behind, amongst others, Europe’s most popular dictation app within the health care sector, MedSpeech, and today handles approximately 10% of all journal documentation in Sweden.

About Max Manus

Established in 1946 by the Norwegian WWII hero Max Manus, the company initially sold office supplies, however developed to be a leading provider of speech recognition and dictation solutions in Scandinavia. Their speech recognition solution is currently used by more than 10,000 healthcare professionals and the digital dictation platform has over 20,000 users. Today Max Manus is present in Denmark, Norway and Sweden, and have more than 50 employees located in their offices in Oslo, Århus, Copenhagen and Gothenburg.
2020
Adviser to the owners and management of
in the sale to EG
Nordhaven Corporate Finance acted as exclusive financial adviser to the management and owners of Holte in the sale to Francisco Partners’ Danish portfolio company EG.

The acquisition is part of an ambitious EG-strategy to digitize the construction industry in Scandinavia. “By combining EG's and Holte's product portfolio we can deliver the best solution to manage the complex processes and data flow within the construction industry”, says Mikkel Bardram, CEO at EG.

Holte is the Norwegian market leader within workflow management software for the building construction industry with solutions that assist construction companies to manage all steps of a construction process from project calculation to complete documentation and follow up. Holte delivered strong and stable revenue growth, with high and increasing SaaS revenue and a solid EBITDA margin.

“EG and Holte are both experts within the construction industry and offer a broad set of modules in an integrated software platform. We transform complex processes into simple intuitive solutions for our customers. By combining the strengths of EG and Holte we create a true Scandinavian champion within software solutions for the entire construction sector”, says Jesper Andersen, EVP, EG Private.

“We see EG as an ambitious strong owner who will invest in the continued development of Holte's solutions in an international market. There is a great potential for a comprehensive digitalization in the construction business”, says Eilif Holte, founder of Holte.

“EG and Holte are a perfect match and our already existing collaboration shows good cultural fit. We share the same focus on long-term customer relationships and high customer satisfaction”, says Aleksander Bjaaland, CEO at Holte.

About Francisco Partners
Francisco Partners is a leading global private equity firm which specializes in investments in technology and technology-enabled businesses. With over $15 billion of capital raised to date, Francisco Partners is one of the largest and most active technology-focused private equity firms in the world.

About EG
EG is a Scandinavian software company with more than 1,000 employees working from 15 skill centers in Scandinavia and Poland. We develop, deliver and service our own software for more than 9,500 private and public clients.

About Holte
Holte is a Norwegian leading supplier of software, services and courses within disciplines such as HSE, quality assurance, building permit applications, estimation, third party control, management, operation and maintenance (MOM) and project management. Holte was established in 1987, has 135 employees and offices in Oslo, Trondheim, Tønsberg og Gdansk.
2020
Adviser to
on the sale to Monnoyeur Group
Nordhaven Corporate Finance advised Finnish Point Group and its owners on the sale of the company to Arkance, a subsidiary of French Groupe Monnoyeur. Sellers in the transaction were Point Group’s management and key employees as well as Ramboll.

Point Group provides planning and information management software solutions for the built environment. Civilpoint, a subsidiary of Point Group, was the first to introduce BIM for Finnish infrastructure projects and today holds a significant share of the Finnish CAD/BIM market for infrastructure construction. Point Group has revenues of 8 million euros and 40 employees.

Groupe Monnoyer, a French family business founded in 1906, is a leading retailer and wholesaler of machinery and services for industry and construction. Its Arkance division has the vision to become as the European leader in the market for Infrastructure and building construction technologies, including software for all phases of the construction project lifecycle.
“Nordhaven expertise and commitment to our goals was superior. The sales material was of the highest quality, the process management was appreciated by all parties involved and the outcome to the sellers was very satisfactory” says Mikko Leppänen, Chairman of the Board at Point Group.
2020
Transaction bonus advisory
Transaction bonus advisory to Neste. Neste is engaged in the refining and marketing of petroleum and petroleum products.
2020
Adviser to
on the design of an equity-based incentive plan
We designed a new matching share plan for the top management and other selected key employees of Ahlstrom-Munksjö. Ahlstrom-Munksjö is one of the world's leading players in sustainable and innovative fiber solutions.
2020
Adviser to
on the design of an equity-based incentive plan
We designed a performance share plan for the management and key employees of F-Secure. F-Secure is a Finnish cyber security and privacy company based in Helsinki, Finland and with a presence in more than 100 countries.
2020
Adviser to
on the sale to Swedish listed Indutrade Group
Nordhaven Corporate Finance advised Jouka Oy and its owners on the sale of the company to Swedish listed Indutrade Group.

Jouka designs and manufactures ball valves and ball valve units. The company offers customized products with a high degree of customer specific R&D. Customer segments include machine building, marine, processing, and pulp & paper industries primarily in the Finnish market. Jouka’s annual net sales are approximately EUR 6.5 million.


“We are extremely pleased with the outcome of the process” says Risto Lehtimäki, one of the owners and the Chairman of the board at Jouka. “The whole process was extremely smoothly run by the Nordhaven team and it was a real pleasure working with them” he continues.
2020
Adviser to
on the acquisition AWS Electronics Group
Nordhaven Corporate Finance jointly with its Clairfield UK partner office advised Helsinki-listed Incap Group in its acquisition of AWS Electronics Group in the UK (“AWS”). Nordhaven Corporate Finance jointly with its Clairfield UK partner office advised Helsinki-listed Incap Group in its acquisition of AWS Electronics Group in the UK (“AWS”).

AWS provides high complexity EMS services for the automotive and transport as well as aerospace industries and for appliances such as scientific instruments and controls. It has production facilities in Newcastle-under-Lyme, UK, and in Namestovo, Slovakia.

In the financial year ended on June 30, 2019, AWS generated revenue of GBP 35 million (approximately EUR 41 million) and EBITDA of GBP 2.1 million (EUR 2.5 million). The Enterprise Value of the transaction is GBP 14.8 million (EUR 17.4 million) including an earn-out.
We are happy and thankful for the whole team that worked together with us in this transaction. The integrated Clairfield advisory team from Finland and the UK was able to provide solutions that were central in the deal making”, says Otto Pukk, President and CEO of Incap Group.
2020
Adviser to the shareholders of
in the sale of a majority share to FKP Scorpio
Nordhaven advised the shareholders of Nordic Live AS in the sale of a majority share to FKP Scorpio, one of Europe’s leading festival and concert promoters.

The Oslo-based agency Nordic Live AS has sold a majority stake to FKP Scorpio, one of Europe’s leading festival and concert promoters. Nordic Live was founded in 2017 by Erica Leypoldt, Kim Nordbæk, Ottar Schanke Eikum and Joël Schwalenstöcker, formerly at Live Nation, Ultimat Artist, Mentometer and TimeOut Agency. Nordic Live represents 60+ domestic and international acts such as Alan Walker and Gabrielle, and the acquisition offers FKP domestic rosters across the Nordic region. Nordic Live will collocate with the FKP Scorpio Norway team over the course of 2020.

“We have been able to carve out a decent slice of the Norwegian market in just a few years as one of the very few remaining independents. We have done everything ourselves and our own way, but once we met with FKP Scorpio, we immediately knew this was the right partnership to take the company to the next level” says Nordic Live’s founders in a joint statement.

“We are very happy about our teaming up with Nordic Live and the merger with our already strong team in Norway. Their local artist roster will complement our portfolio and will strengthen FKP Scorpio’s importance for the local Norwegian music scene as a reliable partner. We are very excited about the future prospects of our Norwegian branch.”, states FKP Scorpio’s executive director Folkert Koopmans.

About Nordic Live
Nordic Live is Norway’s largest independent agency. Their domestic roster, including artists like Alan Walker, Ina Wroldsen and Gabrielle, did more than a 1000 shows in 2019, amounting to a total turnover of 85 MNOK.

About FKP Scorpio
FKP Scorpio Norway has since its foundation promoted shows across Norway with the likes of Bon Iver, Tame Impala, Biffy Clyro and Brad Paisley.
2020
Adviser to
on the design of long-term incentive plans
We advised Amer Sports on designing several long-term incentive plans for its key employees. Amer Sports is a sporting goods company with brands including Salomon, Arc'teryx, Peak Performance, Atomic, Suunto, Wilson, Precor, Armada, ENVE Composites, Louisville Slugger, DeMarini and Sports Tracker.
2019
Advisor to Kistefos/NexGenTel in the merger between
and Proximo Norge
Nordhaven acted as exclusive financial advisor to Kistefos/NexGenTel in the merger between Proximo Norge AS and Bitpro AS

IT management services firm Bitpro AS to merge with the TMT player Proximo Norge AS. The transaction is the first step in the strategy to build a leading supplier of cloud-based IT communication and security solutions.

Total revenue 2019 of the two companies will amount to MNOK 260 with profitable margins. Kistefos will maintain as majority owner with an 84.8% stake. Shareholders of Bitpro will reinvest large parts of their proceeds and majority seller Trond Bjorvand will enter as new CEO of merged entity January 2020.

«Proximo and Bitpro will continue building on our extensive growth potential after the merger, in addition to realizing synergies between the two. Our continuous efforts in helping client implementing and utilizing modern cloud solutions as part of their daily business processes will be a key focus going forward» says Trond Bjorvand.

About Proximo
B2B vendor of broadband, datacom and telephony.
11 000 customers served by 40 employees located in Bergen and Oslo. Subsidiary of NextGenTel owned by Kistefos.

About Bitpro
National supplier of B2B cloud-based IT management services located in Kristiansand. Among others the first supplier in Norway of Private Cloud solutions from inhouse data centers in 2008. 150 clients served by 20 skilled employees.
2019
Adviser to
and Sentica Partners on the sale to Celsius Holdings
Nordhaven Corporate Finance advised Func Food Group Oyj and its owners, Sentica Partners and private shareholders, on the sale of company to US-listed Celsius Holdings Inc.

Func Food is a Nordic wellness company. Func Food represents a comprehensive portfolio of well-being products which promote active and, healthy
lifestyles by investing in high-quality ingredients and best-in-class food and beverage expertise. The company markets and distributes beverages, protein bars, supplements and superfoods under the brands Celsius®, FAST Sports Nutrition, CocoVi, and FitFarm.

Celsius Holdings, Inc. (Nasdaq: CELH), is a global company with a proprietary, clinically proven formula for its CELSIUS® brand and all its sub-brands. A lifestyle fitness drink and a pioneer in the rapidly growing performance energy sector, CELSIUS has four beverage lines that each offer proprietary, functional, healthy-energy formulas clinically-proven to offer significant health benefits to its users.
2019
Adviser to Viking Venture on the sale of
to Volpi Capital
Nordhaven Corporate Finance acted as exclusive financial adviser to Viking Venture in the sale of Asolvi to Volpi Capital. Asolvi is a European leader in field service management solutions, and Volpi Capital is a specialist European mid-market investor.

The investment will enable Asolvi to continue its expansion across Europe, with the company already having acquired five companies (Tesseract, WS Software, Purpose Software, Vantage Computing, and PC Data) since 2016. The Group is now poised for further growth outside of its core Nordic market
and well capitalized to expand organically and through acquisitions across Benelux, Germany and the UK.

Asolvi is a leading provider of service management software for small and medium-sized enterprises (SMEs) in the field service industry in Europe, employing more than 100 staff in ten offices across Europe. The company was founded in 1991 as Evatic AS in Trondheim, Norway, and has grown organically and through recent acquisitions to reach 1,500+ customers in 30+ countries. It is headquartered in Trondheim, Norway, and is a private company owned by the founders, management, Viking Venture and Volpi Capital.

Volpi Capital is a specialist European lower mid-market private equity firm. Volpi has a thesis-driven approach targeting ambitious businesses using enabling technologies to disrupt traditional B2B value chains. Volpi typically invests €25-75 million of equity in businesses with enterprise values between €50 million and €200 million and seeks to drive transformative growth through international expansion and consolidation. The firm, which was founded in 2016 by Crevan O’Grady and Marco Sodi, closed its first fund (Volpi Capital Fund I) in April 2018 with commitments of €185 million.

Asolvi CEO Pål M. Rødseth comments, “We are very excited to have Volpi Capital on board, with their investment enabling us to focus on expansion and further acquisitions, particularly across the UK, Germany, and Benelux regions. The market remains very fragmented with a number of niche players, but thanks to this investment we are in a prime position to bring some much-needed consolidation and become the leading provider of field service management systems for SMEs in Europe.”

Commenting on the transaction, Marco Sodi from Volpi Capital, said: “We are delighted to have the opportunity to work with Asolvi as they consolidate their market-leading position across Europe. The business perfectly aligns to our investment thesis of backing businesses harnessing technologies to improve productivity and efficiency within B2B value chains. Having already expanded successfully into multiple geographies, we see great potential to further internationalize Asolvi into Benelux, Germany and the UK, and look forward to supporting management to strengthen the business’ geographic footprint.”

Partner in Viking Venture and Chairman at Asolvi, Jostein Vik comments: “As the leading Nordic software investor, we at Viking Venture have backed
Asolvi´s growth through acquisitions in the Nordics and UK. Together with Volpi Capital we will continue to support the company consolidating a
fragmented software segment in Europe.”
2019
Adviser to
and its owners on the sale to ARI-Armaturen
Nordhaven Corporate Finance advised valve manufacturer Högfors and its owners in the sale of the company to ARI-Armaturen Group, a mid-sized German valve manufacturing company. Högfors, established in 1927, is a Finnish manufacturer of high-quality valves for district heating, district cooling and process industries.
It was a pleasure to work with Nordhaven. With their help, we were able to find the best new owner for Högfors, who can support the company’s growth strategy and strengthen its international operations. We are extremely pleased with the outcome and on the way Nordhaven guided us through the process” says Pekka Karhumäki, Chairman of the Board at Högfors.
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