GF Commences the Voluntary Recommended Public Cash Tender Offer for all Shares in Uponor Donnerstag, 22. Juni 2023 - 15:24

As announced on June 12, 2023, Georg Fischer Ltd. (“GF” or the “Offeror”) and Uponor Corporation (“Uponor” or the “Company”) have, on June 12, 2023, entered into a combination agreement (the “Combination Agreement”) pursuant to which the Offeror will make the voluntary recommended public cash tender offer for all the issued and outstanding shares in Uponor (the “Shares” or, individually, a “Share”) that are not held by Uponor or any of its subsidiaries (the “Tender Offer”).

The acquisition of Uponor would accelerate GF Piping Systems’ strategy towards leadership in water and flow solutions.

The Finnish Financial Supervisory Authority has today approved the Finnish language version of the tender offer document relating to the Tender Offer (the “Tender Offer Document”). The offer period for the Tender Offer will commence on June 26, 2023, at 9:30 a.m. (Finnish time) and expire on September 1, 2023, at 4:00 p.m. (Finnish time), unless the offer period is extended or any extended offer period is discontinued as described in the terms and conditions of the Tender Offer (the “Offer Period”). The Tender Offer is currently expected to be completed during the fourth quarter of 2023. The Offeror will extend the Offer Period in accordance with, and subject to, the terms and conditions of the Tender Offer and applicable laws and regulations, to the extent necessary in order to satisfy the conditions to completion of the Tender Offer, including, among others, the receipt of the relevant regulatory approvals. Any possible extension of the Offer Period will be announced by a press release.

The Finnish language version of the Tender Offer Document will be available on the internet at goingforward-movingwater.georgfischer.com/fi as of June 22, 2023. The English language translation of the Tender Offer Document will be available on the internet at goingforward-movingwater.georgfischer.com/en as of June 22, 2023.

The price offered for each Share validly tendered in the Tender Offer is EUR 28.85 in cash (the “Offer Price”), subject to any adjustments as set out below.

The Offer Price has been determined based on 72,800,010 Shares outstanding.

Should the Company change the number of Shares that are issued and outstanding as at the date of the Combination Agreement as a result of a new share issue, reclassification, stock split (including a reverse split) or any other similar transaction with dilutive effect, except pursuant to the Company’s share-based incentive schemes for key management 2021–2023, 2022–2024 and 2023–2025 or the resolution on the remuneration of the members of the Board of Directors of the Company passed at the annual general meeting of shareholders of the Company on March 17, 2023, or should the Company distribute a dividend or otherwise distribute funds or any other assets to its shareholders, or if a record date with respect to any of the foregoing occurs prior to the date of completion of the Tender Offer, the Offer Price payable by the Offeror shall be adjusted accordingly on a euro-for-euro basis, including for the payment of EUR 0.35 per outstanding Share as dividend based on the resolution of the general meeting of shareholders of the Company on March 17, 2023, in which case the Offer Price shall be reduced accordingly.

The members of the Board of Directors of Uponor, who participated in the decision-making, have unanimously decided to recommend in its statement issued on June 16, 2023, pursuant to the Finnish Securities Markets Act (746/2012, as amended) and the Helsinki Takeover Code issued by the Finnish Securities Market Association that the shareholders of Uponor accept the Tender Offer, under which, the Offer Price is EUR 28.85 in cash for each Share validly tendered in the Tender Offer. In order to support its assessment of the Tender Offer, the Board of Directors of Uponor has received a fairness opinion, dated June 12, 2023 from the financial advisor of Uponor, Nordea Bank Abp (“Nordea”) concerning the Offer Price. The complete fairness opinion is attached to the statement of the Board of Directors of Uponor, which is attached as Annex C to the Tender Offer Document.

Oras Invest, Varma Mutual Pension Insurance Company, Ilmarinen Mutual Pension Insurance Company, Elo Mutual Pension Insurance Company, Pekka Paasikivi, Jukka Paasikivi and Jari Paasikivi, together representing approximately 36.9 percent of all issued Shares in Uponor have irrevocably undertaken to accept the Tender Offer. These irrevocable undertakings may be terminated among other terms in the event that the Offeror withdraws the Tender Offer, or in the event that a competing offer is announced by a third party with a consideration of at least 10 percent higher per Share than the Offer Price and the Offeror does not match or exceed the consideration offered in such competing offer within a certain period of time.

The Tender Offer is conditional upon the satisfaction or waiver by the Offeror of certain customary conditions on or prior to the Offeror’s announcement of the final results of the Tender Offer including, among others, that all necessary approvals by any regulatory authorities have been received (or where applicable, the relevant waiting periods have expired) and the Offeror having gained control of more than fifty (50) percent of the Shares and voting rights in Uponor.

The Tender Offer may be accepted by a shareholder registered during the Offer Period in the shareholders’ register of Uponor, with the exception of Uponor and its subsidiaries. Acceptance of the Tender Offer must be submitted for each book-entry account. A shareholder of Uponor submitting an acceptance must have a cash account with a financial institution operating in Finland or abroad. Shareholders may only approve the Tender Offer unconditionally and for all Shares that are held on the book-entry accounts mentioned in the acceptance form at the time of the execution of the transaction with respect to the Shares of such shareholder. Acceptances submitted during the Offer Period are valid also until the expiration of an extended or discontinued extended Offer Period, if any.

Most Finnish account operators are expected to send a notice regarding the Tender Offer and related instructions and an acceptance form to their customers who are registered as shareholders in the shareholders’ register of Uponor maintained by Euroclear Finland Oy. Shareholders of Uponor who do not receive such instructions or an acceptance form from their account operator should primarily contact their account operator. Secondarily, shareholders of Uponor can contact Skandinaviska Enskilda Banken AB (publ), Helsinki Branch by sending an email to UponorOffer@seb.fi, where such shareholders of Uponor can receive information for submitting their acceptance.

Those shareholders of Uponor whose Shares are nominee-registered and who wish to accept the Tender Offer, must submit their acceptance in accordance with the instructions given by the custodial nominee account holders. The Offeror will not send an acceptance form or any other documents related to the Tender Offer to these shareholders of Uponor

.If the Shares held by a shareholder are pledged or otherwise subject to restrictions that prevent or limit the acceptance, the acceptance of the Tender Offer may require the consent of the pledgee or other beneficiary of such restriction. Acquiring the consent is the responsibility of the relevant shareholder of Uponor. The pledgee’s or other beneficiary’s consent must be delivered to the account operator in writing

.A shareholder of Uponor who wishes to accept the Tender Offer must submit the properly completed and duly executed acceptance form to the account operator that manages the shareholder’s book-entry account in accordance with the instructions and within the time period set by the account operator, which may be prior to the expiry of the Offer Period. The Offeror reserves the right to reject any acceptances that have been submitted erroneously or deficiently. In the event of a Subsequent Offer Period, the acceptance form must be submitted in such a manner that it is received during the Subsequent Offer Period, subject to and in accordance with the instructions of the relevant account operator

.The preliminary result of the Tender Offer will be announced by a stock exchange release on or about the first (1st) Finnish banking day following the expiration of the Offer Period (including any extended and discontinued extended Offer Period). In connection with the announcement of the preliminary result, it will be announced whether the Tender Offer will be completed subject to the Conditions to Completion continuing to be fulfilled on the date of the final result announcement and whether the Offer Period will be extended. The final result of the Tender Offer will be announced on or about the fourth (4th) Finnish banking day following the expiration of the Offer Period (including any extended and discontinued extended Offer Period). In connection with the announcement of the final result, the percentage of the Shares in respect of which the Tender Offer has been validly accepted and not validly withdrawn will be confirmed

.The Offeror will announce the initial percentage of the Shares validly tendered during a possible Subsequent Offer Period on or about the first (1st) Finnish banking day following the expiry of the Subsequent Offer Period and the final percentage on or about the fourth (4th) Finnish banking day following the expiry of the Subsequent Offer Period.

The Offeror reserves the right to buy Shares before, during and or after the Offer Period (including any extension thereof) and any Subsequent Offer Period in public trading on Nasdaq Helsinki or otherwise.

The terms and conditions of the Tender Offer are enclosed in their entirety to this press release (Appendix 1).

Advisors

UBS AG acts as financial advisor to GF in connection with the Tender Offer and Skandinaviska Enskilda Banken AB (publ) Helsinki Branch (“SEB”) as local financial adviser to GF and arranger in connection with the Tender Offer. In addition, GF has retained White & Case LLP as legal advisor in connection with the Tender Offer and Tekir Ltd as communication advisor.

Uponor has retained Nordea and Goldman Sachs International as financial advisors and Hannes Snellman Attorneys Ltd as legal advisor in connection with the Tender Offer and Hill and Knowlton Finland Oy as communication advisor.

Media and Investor Enquiries, GF

Media
Beat Römer, Head Corporate Communications, GF
media@georgfischer.com
+41 (0) 79 290 04 00
Analysts and Investors
Daniel Bösiger, Head Investor Relations, GF
ir@georgfischer.com
+41 (0) 79 251 66 24
Media Contacts in Finland
Niko Vartiainen, Principal Consultant, Tekir Ltd
niko@tekir.fi
+358 (0) 50 529 4299

Media and Investor Enquiries, Uponor
Franciska Janzon, Senior Vice President, Corporate Communications/IR, Uponor
franciska.janzon@uponor.com
+358 (0) 20 129 2821

Information about the Tender Offer is made available at https://goingforward-movingwater.georgfischer.com.
For administrative questions regarding the Tender Offer, please contact your bank or nominee where you have your Shares registered.