Sensofusion seeks a €1.3 billion Helsinki listing with its founder keeping control

The European Commission is set to block the €1.42 billion graphic paper joint venture between UPM and Sappi after the two companies declined to offer concessions, according to people familiar with the matter. The report lands six weeks before UPM's other portfolio exit, the demerger of its plywood business into WISA Group, is due to complete.

The companies also failed to persuade regulators at a closed-door hearing earlier that week, where they argued the deal would make the industry more sustainable and resilient. Selling assets to win approval is not considered an option because buyers are hard to find. The Commission has until 11 November to decide. UPM and Sappi declined to comment.

UPM planned to move about 30% of its sales out of the group

The two transactions together cover Communication Papers, with €2,493 million in 2025 sales, and Plywood, with €409 million. Against group sales of €9,656 million, that is roughly 30% of UPM's revenue, according to Listeds calculations based on the company figures.

The plywood exit is close to done. UPM's extraordinary general meeting approved the WISA Group demerger on 31 August 2026 and elected its board, chaired by Tapio Korpeinen. Completion is expected on or about 31 October, with trading on Nasdaq Helsinki from 2 November. Shareholders receive one WISA share for each UPM share, and the Finnish Tax Administration has ruled the demerger tax-neutral.

The difference between the two is who has the final say. The demerger needed UPM's own shareholders, a tax ruling and a prospectus approval, and it has cleared all three. The joint venture needs merger control approval from the European Commission and from authorities in the US and China. WISA starts trading on 2 November, and the Commission must decide by 11 November. Within those nine days, UPM will learn whether it is exiting one business or two.

Regulatory concerns grew while the deal moved forward on schedule

UPM and Sappi signed a non-binding letter of intent on 4 December 2025. The plan was a non-listed 50/50 joint venture combining Sappi's European graphic paper business with UPM Communication Papers in Europe, the UK and the US. The Commission opened a Phase II investigation on 28 April 2026. UPM called this a normal step when initial concerns have not been resolved 

One month later, on 28 May, the parties signed the definitive agreement. They also secured €600 million of external financing and a €100 million revolving credit facility, both underwritten by Citi and Nordea. 

In August the Commission sent a statement of objections. It said the venture could gain enough market power to raise prices and lower quality in coated mechanical and coated wood-free paper, the grades used for magazines, books and promotional print. "The Commission is currently unconvinced that integrating the relevant activities in the joint venture would bring enough benefits, in terms of cost savings or environmental or resilience improvements, to offset the potential harm," it said.

UPM said it was confident it could respond fully to the concerns, and that it "remains convinced that the planned joint venture is a necessary step to secure reliable supply continuity for graphic paper customers in Europe". Sappi called the objections a "standard" step and said it expected a positive outcome by the end of the year. Three weeks later, the companies declined to offer concessions.

Both of UPM's exits were staffed from inside the parent companies

The companies kept building the organisation after the objections arrived. In early September, Gunnar Eberhardt was conditionally nominated as CEO and Stephen Blyth as CFO. On 14 September four more nominations followed: Jan Gustafsson for human resources, Marco Eikelenboom for sales and marketing, Antti Hermonen for operations, and Jan-Sander van Tuijl for supply chain 

Of the five nominees whose current roles were disclosed, three come from Sappi Europe and two from UPM Communication Papers. Eikelenboom, currently CEO of Sappi Europe, commented in December that “To remain competitive and sustainable in the long term, consolidation is needed. Consolidation will contribute to a more robust and resilient European graphic paper industry, safeguarding security of domestic supply for the printing sector.” All the nominations depend on regulatory approval, and the current leaders stay in their roles until closing. If the veto happens, the whole team stays where it is.

The same pattern holds at WISA, where Tuija Suur-Hamari moves from running UPM Plywood to chief executive of the new listed company. Listeds has covered the leadership side of this year's Helsinki demergers in Two new listed CEOs, no search, no external hire. The difference is that Suur-Hamari's appointment is certain, while the joint venture team's depends on Brussels.

A family transfer twenty years in the making moved 12.18% of Sanoma into a single company. Eight days later, the body that proposes Sanoma's next board had two pension insurers sitting on it — and the family branch that used to hold half its seats held one.

On 9 September 2026, Sanoma disclosed that Robin Langenskiöld and Rafaela Seppälä had transferred their entire shareholdings — 19,928,117 shares, 12.18% of the company — to RR & Co Ab, a newly formed vehicle owned by their children and grandchildren. The price was €7.2428 a share, €144,335,366 in total, executed on Nasdaq Helsinki. The stated purpose was to hold the family's stake under one roof and to avoid, in the filing's words, "avoidable fragmentation of ownership".

Read as a €144 million exit, the trade is misread. Nothing left the family.

The staircase and the cliff

The two siblings arrived at the same destination by opposite routes.

Robin Langenskiöld held 12,273,371 Sanoma shares in July 2006 and 12,273,371 in August 2026 — the same figure in all 239 monthly snapshots of the Listeds register. His percentage drifted from 7.70% to 7.50%, but that was dilution, not disposal. His only change of position came in March 2014, when Antti Herlin added 2,706,979 shares in a single month and moved him from second-largest shareholder to third.

His sister began at 12,273,370 shares — one share fewer, the signature of a divided inheritance. Her holding then fell four times, and each fall is matched, to the share, by increases in holders carrying her family's names:

Four transfers, 4,618,624 shares, each split into exact halves between two branches of descendants — and 12,273,370 less 4,618,624 leaves 7,654,746, the holding she transferred in September. A register records positions rather than counterparties, so the pairing is inference rather than disclosed fact. It is a strong one: a seller's decrease matching two buyers' increases to the single share, four times across fifteen years, is not a market coincidence.

So Seppälä handed her stake down across eighteen years and five tranches. Langenskiöld handed his down in one afternoon, after two decades of not moving a share.

A precedent two lines up the register

This is the second time in three years that a roughly 12% personal holding in Sanoma has been re-papered into a company. Antti Herlin built his stake from 100,000 shares in 2006 to 19,816,800 by March 2023. That April, his name dropped out of the top holders list and Holding Manutas Oy appeared in second place with 19,785,000 shares. The 31,800-share difference has sat under his own name ever since, unchanged.

Sanoma's second- and third-largest positions are therefore now both family holdings inside corporate wrappers, created three years apart by the same logic.

What the consolidation was fixing

By August 2026 this one branch of the family occupied eleven separate lines of Sanoma's register, holding 28,241,098 shares between them — 17.24% of the company, spread across three generations and four surnames. The September transfer gathered 12.18% of that into a single vehicle. The remaining 5.06% stays where it was, held individually by descendants.

That is the argument the filing makes without spelling it out. The fragmentation it sets out to prevent is visible in the register, name by name, and it is the direct product of eighteen years of orderly succession. Handing a stake down in installments preserves a family's economics and slowly dismantles its ability to act as one shareholder. RR & Co Ab is the correction — and the reason the larger position, Langenskiöld's untouched 12,273,371 shares, was never handed down at all until a vehicle existed to receive it.