EUR 158 Million IPO and Listing on Nasdaq Helsinki of Tokmanni Group Corporation

May 3, 2016

Cleary Gottlieb acted as international counsel to Goldman Sachs and Nordea, as joint global coordinators and joint bookrunners, and Bank of America Merrill Lynch and Carnegie, as joint bookrunners, in an offering of shares of Tokmanni Group Corporation (Tokmanni).

The offering consisted of a public offering in Finland, an institutional offering outside Finland and an employee offering of 23,547,501 shares. Up to 3,532,124 additional shares are available for sale pursuant to an over-allotment option. If the over-allotment option is exercised in full, the offering will consist of 46 percent of Tokmanni’s shares. Tokmanni issued 14,319,880 new shares in the offering, and Nordic Capital, Tokamnni’s majority shareholder, and certain other shareholders sold 9,227,621 shares in the offering (and up to 12,759,745 shares if the over-allotment option is exercised). The offering price was EUR 6.70 per share, implying a market capitalization of Tokmanni of EUR 394 million. The offering closed on May 3.

Tokmanni is the largest general discount retailer in Finland measured by number of stores and revenue. In 2015, Tokmanni’s revenue was EUR 755 million and, on average, it had approximately 3,200 employees. Tokmanni is the only nationwide general discount retailer in Finland, with 156 stores across Finland. Tokmanni’s value proposition combines an attractive and wide product assortment at low prices supported by a good in-store customer experience. Tokmanni offers its customers a broad assortment of products across several product categories: home cleaning and personal care; groceries; clothing; tools and electrical equipment; home, decoration and garden; as well as leisure and home electronics.