(Información remitida por la empresa firmante)
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THIS TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.
HELSINKI, Aug. 31, 2023 /PRNewswire/ — Georg Fischer Ltd. («GF» or the «Offeror») has, on June 26, 2023, commenced a voluntary recommended public cash tender offer for all the issued and outstanding shares (the «Shares») in Uponor Corporation («Uponor») that are not held by Uponor or any of its subsidiaries (the «Tender Offer»). The offer period for the Tender Offer commenced on June 26, 2023, at 9:30 a.m. (Finnish time) and its original expiry date is September 1, 2023, at 4:00 p.m. (Finnish time).
By August 30, 2023, GF had purchased 6,951,085 Shares in public trading on Nasdaq Helsinki Ltd or otherwise outside the Tender Offer, amounting to 9.5 percent of all issued Shares in Uponor. As of the same date, GF’s shareholding plus the irrevocable undertakings in the Tender Offer represented in total 46.4 percent of all issued Shares in Uponor. GF has reserved the right to acquire Shares in Uponor before, during and/or after the offer period in public trading or otherwise.
As set out in the terms and conditions of the Tender Offer, one of the conditions to completion of the Tender Offer is the receipt of necessary approvals by regulatory authorities, including without limitation the merger control approval from the European Commission. The Offeror has received other necessary approvals by regulatory authorities but the approval from the European Commission remains pending and will not be received until after September 1, 2023. The Offeror remains confident that the requisite approval will be received once the European Commission has concluded its review.
As a result, the Offeror has decided to extend the offer period for the Tender Offer to expire on October 31, 2023, at 4:00 p.m. (Finnish time), unless the offer period is extended further, or any extended offer period is discontinued in accordance with, and subject to, the terms and conditions of the Tender Offer and applicable laws and regulations.
The Offeror will announce further updates in respect of the approval from the European Commission as soon as practicable. Based on currently available information, the Offeror expects to obtain such approval and to complete the Tender Offer during the fourth quarter of 2023 in line with the Offeror’s previous public announcements.
Shareholders who have already tendered the Shares they hold in Uponor in the Tender Offer do not have to retender their Shares or take any other action as a result of the extension of the offer period.
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.
About GF
With its three divisions GF Piping Systems, GF Casting Solutions, and GF Machining Solutions, GF offers products and solutions that enable the safe transport of liquids and gases, as well as lightweight casting components and high-precision manufacturing technologies. As a sustainability and innovation leader, GF has strived to achieve profitable growth while offering superior value to its customers for more than 200 years. Founded in 1802, GF is headquartered in Switzerland and present in 34 countries with 138 companies, 60 of which are production companies with 83 facilities. For the year ended December 31, 2022, GF’s 15,207 employees worldwide generated sales of EUR 4.1 billion (CHF 4.0 billion).
About Uponor
Uponor is a leading global provider of solutions that efficiently and effectively move water through cities, buildings, and homes. Uponor helps customers in residential and commercial construction, municipalities, and utilities, be more productive – and continuously find new ways to conserve, manage and provide water responsibly, unlocking its potential to provide comfort, health, and efficiency. Uponor’s safe drinking water, energy-efficient radiant heating and cooling systems, and reliable infrastructure solutions are sold in more than 80 countries. Uponor employs approximately 3,750 professionals in 26 countries in Europe and North America. In 2022, Uponor’s net sales totaled approximately EUR 1.4 billion. Uponor is based in Finland and listed on Nasdaq Helsinki.
Important Information
THIS RELEASE MAY NOT BE RELEASED OR OTHERWISE DISTRIBUTED, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.
THIS RELEASE IS NOT A TENDER OFFER DOCUMENT AND AS SUCH DOES NOT CONSTITUTE AN OFFER OR INVITATION TO MAKE A SALES OFFER. IN PARTICULAR, THIS RELEASE IS NOT AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL ANY SECURITIES DESCRIBED HEREIN, AND IS NOT AN EXTENSION OF THE TENDER OFFER, IN AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA. INVESTORS SHALL ACCEPT THE TENDER OFFER FOR THE SHARES ONLY ON THE BASIS OF THE INFORMATION PROVIDED IN A TENDER OFFER DOCUMENT. OFFERS WILL NOT BE MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE EITHER THE TENDER OFFER OR ACCEPTANCE THEREOF IS PROHIBITED BY APPLICABLE LAW OR WHERE ANY TENDER OFFER DOCUMENT OR REGISTRATION OR OTHER REQUIREMENTS WOULD APPLY IN ADDITION TO THOSE UNDERTAKEN IN FINLAND.
THE TENDER OFFER IS NOT BEING MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW AND, WHEN PUBLISHED, THE TENDER OFFER DOCUMENT AND RELATED ACCEPTANCE FORMS WILL NOT AND MAY NOT BE DISTRIBUTED, FORWARDED OR TRANSMITTED INTO OR FROM ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW.
THIS RELEASE HAS BEEN PREPARED IN COMPLIANCE WITH FINNISH LAW, THE RULES OF NASDAQ HELSINKI AND THE HELSINKI TAKEOVER CODE AND THE INFORMATION DISCLOSED MAY NOT BE THE SAME AS THAT WHICH WOULD HAVE BEEN DISCLOSED IF THIS RELEASE HAD BEEN PREPARED IN ACCORDANCE WITH THE LAWS OF JURISDICTIONS OUTSIDE OF FINLAND.
Information for Shareholders of Uponor in the United States
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