Cross-border merger registration
Practical Experiences in Cross-border
Merger Registration – Case Finland
Sakari Kauppinen
Deputy Director
National Board of Patents and Registration
Cross-border merger registration
• Legislation implemented 31.12.2007.
• 4 cross-border merger operations were started
already in autumn 2007.
• Implementation of the mergers was registered only
when the legislation had entered into force.
• No pre-merger certificates were issued before the
implementation.
Cross-border merger registration
• 13 cases of cross-border merger operations in
Finland.
• No cases of cross-border demergers (divisions).
• Foreign acquiring company in 5 cases (Icelandic,
Danish, Dutch or Estonian company)
• Finnish acquiring company in 8 cases (merging
company from Denmark, Luxembourg, Sweden,
Estonia, Latvia and Lithuania).
• One case involving more than two countries.
Cross-border merger registration
• Kaupthing Bank Oyj -> Kaupthing Bank h.f. (Iceland,
struck off 18.1.2008)
• Kemira GrowHow Danmark Oy <- Kemira GrowHow
Danmark A/S (Denmark, implemented 31.12.2007)
• Manhattan Acquisition Oy <- Real Estate Iso Omena
S.a.r.l. (Luxembourg, implemented 14.3.2008)
• Sampo Pankki Oyj -> Danske Bank A/S (Denmark,
dropped 11.4.2008)
• Mondo Minerals Oy -> Mondo Minerals B.V.
(Netherlands, certificate issued 25.7.2008, struck off
1.8.2008)
Cross-border merger registration
• HotCo 2 Oy <- Dividum AB (Sweden, implemented
28.7.2008)
• Baltcap Management Oy -> OÜ BaltCap Holding
(Estonia, struck off 25.3.2009)
• -included also another Estonian company
• Palmorata Oy <- Päry AB (Sweden, implemented
28.10.2008)
• AKT Holdings Oy <- GMT Avant Holdings S.a.r.l.
(Luxembourg, implemented 31.10.2008)
• Fin Restaurointi Oy <- Emmadale OÜ (Estonia, draft
terms registered 28.11.2008)
Cross-border merger registration
• Diesel Finland Oy -> Diesel Denmark Aps (Denmark,
draft terms registered 5.1.2009)
• Oy Movetec Ab <- MiniTec Estonia OÜ (Estonia, draft
terms registered 17.2.2009)
• Siemens Osakeyhtiö <- AS Siemens (Estonia),
Uzdaroji akciné bendrové "SIEMENS" (Lithuania) and
"Siemens" SIA (Latvia) draft terms registered
3.4.2009
Terms and deadlines
• Notification of draft terms: one month.
• Public notice to creditors: four months of the
registration of the draft terms. Usually applied for at
the same time as the draft terms are filed.
• Notification of implementation (Finnish acquiring
company): six months of the merger decision and
issuance of the pre-merger certificate.
• Permit of implementation (foreign acquiring
company): six months of the merger decision.
• Final accounts: two months.
Draft terms
• Repercussions of the cross-border merger on
employment
• Employee participation
• Evaluation of the assets and liabilities
• Date from which the transactions of the merging
companies will be treated for accounting purposes
as being those of the company resulting from the
cross-border merger.
Public notices to creditors
• Issued by the registrar of companies.
• Registered in the Trade Register and published in the
State Official Gazette.
• Issued to creditors of all merging Finnish companies.
• Issued to creditors of acquiring Finnish company only
in certain cases.
• In some cases no issuance of public notices to
creditors in Finland.
Public notices to creditors
• Published in the State Official Gazette no later than
three months before the due date in Finland.
• In foreign countries the terms can be different.
• No objections received so far.
Independent expert’s statement
• In Finland, in cases of a subsidiary merger, an
expert’s statement (auditor’s report) is only needed
if the merger is conducive to compromising the
repayment of the company’s debts.
• In two cases of cross-border mergers where the
acquiring company was foreign, the companies
stated that they cannot provide, at this stage, an
expert’s statement concerning the foreign
companies.
Language questions
• Draft terms shall be in one of the official languages
of Finland (Finnish or Swedish).
• Draft terms are usually in several languages: official
languages of both countries, English has been used
additionally in some cases.
• Pre-merger certificates issued by the Finnish registry
are either in Finnish or Swedish.
• Notice of the implementation of the merger to the
registrar in the respective country either in English or
Swedish.
Contacts with other registries
• Communication between Finland and other
registries has been good and fast.
• For example in cases where a Finnish company has
been merged into a foreign company and dissolved
we have got the information fast.
• We do also accept that the company itself files us a
notice of its dissolution and attaches an extract from
register.
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