(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, Nov. 1, 2023 /PRNewswire/ — GF announces that based on the preliminary result of the Tender Offer, 59,065,644 Shares were tendered in the Tender Offer, representing together with Shares held by the Offeror approximately 92.0 percent of all the Shares and voting rights carried by the Shares (excluding shares held by Uponor or any of its subsidiaries). GF also announces a new date for the publication of its 2023 annual results in order to consolidate Uponor’s financial statements to GF’s consolidated financial statements.Preliminary Result of the Tender Offer
As previously announced, Georg Fischer Ltd. («GF» or the «Offeror») and Uponor Corporation («Uponor» or the «Company») have entered into a combination agreement pursuant to which the Offeror has made a 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») at a price of EUR 28.50 per share (as adjusted as a result of Uponor’s dividend payment as of September 12, 2023) for each Share validly tendered in the Tender Offer (the «Offer Price»). The offer period for the Tender Offer commenced on June 26, 2023, at 9:30 a.m. (Finnish time) and expired on October 31, 2023, at 4:00 p.m. (Finnish time).
Based on the preliminary result of the Tender Offer, 59,065,644 Shares were tendered in the Tender Offer representing approximately 81.1 percent of all the Shares and voting rights carried by the Shares and, together with the 7,946,615 Shares held by the Offeror, representing approximately 92.0 percent of all the Shares and voting rights carried by the Shares (excluding shares held by Uponor or any of its subsidiaries).
The Offeror will confirm and announce the final result of the Tender Offer on or about November 6, 2023. Provided that the final results of the Tender Offer confirm that the Shares tendered into the Tender Offer represent, together with any Shares otherwise held by the Offeror, more than 50 percent of all the outstanding Shares and voting rights carried by the Shares and all other conditions to completion of the Tender Offer, as set forth in the terms and conditions of the Tender Offer, continue to be fulfilled at such time or are waived, the Offeror will declare the Tender Offer unconditional and complete the Tender Offer in accordance with its terms and conditions.
Provided that the Tender Offer will be completed, the offer price is expected to be paid on or about November 13, 2023, to each shareholder of Uponor who has validly accepted, and not validly withdrawn, the Tender Offer in accordance with the terms and conditions of the Tender Offer. The offer price will be paid in accordance with the payment procedures described in the terms and conditions of the Tender Offer.
The Offeror may acquire Shares on or after the date of this release in public trading on Nasdaq Helsinki Ltd or otherwise.New Date for the Publication of GF’s 2023 Annual Results
Provided that the Tender Offer will be completed, GF will consolidate Uponor in GF’s consolidated financial statements. The preparation of GF’s 2023 consolidated financial statements, including Uponor, will require more time than usual, as GF must convert Uponor’s financial statements prepared in accordance with the International Financial Reporting Standards (IFRS) to Swiss GAAP FER. Therefore, GF has decided a new date for the announcement of its 2023 annual results, originally scheduled to be announced on February 28, 2024, to be announced on March 19, 2024.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 Bank Abp 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
Nadine Gruber, Head Investor Relations, GF
ir@georgfischer.com
+41 (0) 79 698 14 87
Media Contacts in Finland
Niko Vartiainen, Principal Consultant, Tekir Ltd
niko@tekir.fi
+358 (0) 50 529 4299Media 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 3,600 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.
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