White & Case and Linklaters bag largest Nordic merger in history

White & Case and Linklaters Lagerlöf have advised Finnish telecoms company Sonera and Swedish telecoms company Telia respectively on the largest merger in the Nordic region to date.
The involvement of White & Case is expected to develop following the various stages of approval. The firm also advised Sonera’s major shareholder, the state of Finland.
The merger requires approval from Telia and Sonera shareholders in relation to a public exchange offer. Telia will offer 1.5144 of its shares for each Sonera share, representing a 15.8 per cent premium. Sonera shareholders will have 36 per cent of the combined entity, with Telia’s taking 64 per cent.
Petri Haussila, White & Case’s lead partner on the deal, said that so far his team has negotiated the basic terms of the exchange offer but that more lawyers are likely to be brought on board during the forthcoming approval stage.
Regulatory filings have already been completed and are now to be sent to the US Securities and Exchange Commission and competition authorities for approval. The initial timetable for completion is June and the final deadline is the end of 2002.
The merger, reportedly almost 10 years in the waiting, took place after an unimpressive 2001 for Sonera, which saw it fighting against its e6bn (£3.67bn) debt, while its operating profit fell by nearly 50 per cent.
Seventy per cent of Telia is owned by the state of Sweden, which along with the State of Finland has agreed to support the merger and has signed a shareholders’ agreement.
The new company, which has yet to be named, will be listed on Stockholm’s and Helsinki’s stock exchanges as well as in the US.
This deal is White & Case’s third transaction for Sonera in the last six months. Linklaters Stockholm-based partner Peter Högström represented the State of Sweden and Peter Bäärnhielm of Nordic investment bank Carnegie advised Telia on financial matters.
Haussilla’s team included four associates and Brussels partner Mark Powell, who advised on EU regulatory matters.