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.