14.4.2022

Bioneerit Group Ltd was formed by reorganizing the corporate structure

Attorneys Lindblad & Co’s assistance with the reorganization process which saw LVI-Bioneerit group transforming into a parent company Bioneerit Group Ltd with five subsidiaries, made it possible that everything went smoothly. .

Towards a clearer corporate structure

LVI-Bioneerit Ltd, which does business in the Eastern Finland area, has been a client to Attorneys Lindblad & Co for several years already. In close partnership, Lindblad & Co has helped the company with the generational handover, among other thing. Please, see the testimonial here. During the past year we have had close cooperation with establishing a clearer corporate structure for Bioneerit. Before the reorganization, Bioneerit group was headed by LVI-Bioneerit Oy as its parent company, with Savonlinnan LVI-palvelu Oy as its subsidiary.

After the generational handover when Miko Leinonen took helm as the CEO he contacted Lindblad & Co with a development idea. We began investigating different options. The suitable model was chosen, which was the transfer of assets to the newly-established subsidiary, LVI-Bioneerit Ltd which would begin its operations alongside the older subsidiary, Savonlinnan LVI-Palvelu Oy, while the parent was renamed Bioneerit Group Ltd. The goal behind the changes was to streamline the corporate structure and management. The management of the entire group was organized into the parent company and, to make the structure even more efficient, the different operations of Savonlinnan LVI-Palvelu Oy were demerged into different companies. The original company was demerged into two: one being the holding company for real estate assets while the other would manage the HVAC operations.

Acquisition of a Bankrupt Company

In the same time frame with the generational handover Mika Leinonen decided to expand the group by acquiring the Joensuu-based LVI Myller Oy that had recently gone bankrupt. Lindblad assisted with all the operations. These kinds of situations require quick reflexes and, indeed, schedule was kept tight.

“Everything from figuring out a new name for the acquired company to the registration was done in one day! I called Mr. Lindblad at 9 AM and everything was set by 2 PM. Thus, we were able to get into business right away,” says Leinonen.

The stock of the newly created company founded by Leinonen was sold to Bioneerit Group, after which the company become a wholly-owned subsidiary. For a moment the new company carried a WIP name LVI-M Joensuu Oy, but soon the old name LVI-Myller Oy was returned. All the contracts and employees alike transferred by asset sale to the new LVI-Myller Oy.

And that was not all: after new year had passed also the property on which LVI-Myller had carried out its activities and which was rented to it after the asset sale came to the real estate market. To prepare for its purchase, a new real estate company Kiinteistö Oy Joen Lämpötila was founded. With this kind of organization, the HVAC business and the property management were neatly kept separate, similar to the arrangements in Savonlinna.

Seeing the Big Picture

Mika Leinonen sees that the most important benefit from using a legal professional from Lindblad & Co is the quality and that the lawyers can see the big picture of assignments.

”They have highly skilled lawyers at Lindblad & Co – that’s why we use their services. The amount of paperwork is quite something when you deal with M&As of this size, but when you get a good legal expert, you get them done at once and don’t have to think about them later on,” Leinonen says.

”Lindblad does terrific job and sees the various aspects of corporate law. For example, when we were in the process of the acquisition, we had to think about the employers’ rights and pay attention to the Act on Co-operation within Undertakings,” Leinonen continues.

Leinonen also praises the fluidity and quick responses.

“Cooperation with Lindblad & Co Oy has overall been great and hassle-free. Many things have been done in record time and all goals have been met. When we need it they act on it,” Leinonen summarizes.

After all these changes there are no major structural reorganizations nor M&As to come in Bioneerit group for some time.

”At this time we don’t have plans to expand or reorganize, as we’ll let all the new changes to get digested. When we need it, we’ll get back to Lindblad”, Leinonen promises.