Cross-border merger registration

Practical Experiences in Cross-border Merger Registration – Case Finland

Sakari KauppinenDeputy DirectorNational 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.