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 final result of the Tender Offer, 59,074,059 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 8,319,842 Shares held by the Offeror, representing approximately 92.5 percent of all the Shares and voting rights carried by the Shares (excluding shares held by Uponor or any of its subsidiaries).
According to the terms and conditions of the Tender Offer, the completion of the Tender Offer is subject to, among other things, the fulfilment or waiver by the Offeror of the condition that the Tender Offer has been validly accepted with respect to Shares representing, together with any Shares otherwise held by the Offeror, more than 50 percent of the Shares and voting rights carried by the Shares (the “Minimum Acceptance Condition”). As the Minimum Acceptance Condition and all other conditions to completion have been satisfied, the Offeror will complete the Tender Offer in accordance with its terms and conditions.
Andreas Müller, CEO of GF, comments:
“We are pleased that we achieved over 90 percent of the Shares in Uponor during the Tender Offer for Uponor’s shareholders. This shows that our goal of becoming a global leader in sustainable water and flow solutions has been well received.
I would like to sincerely thank all Uponor’s shareholders, especially the largest shareholder Oras Invest, for their trust in GF. We look forward to the continued, accelerated implementation of the GF Piping Systems’ strategy and to a successful future together with Uponor and its employees.”
The offer price will 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 actual time of receipt of the payment will depend on the schedules of money transactions between financial institutions.
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 final result of the Tender Offer, 59,074,059 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 8,319,842 Shares held by the Offeror, representing approximately 92.5 percent of all the Shares and voting rights carried by the Shares (excluding shares held by Uponor or any of its subsidiaries).
According to the terms and conditions of the Tender Offer, the completion of the Tender Offer is subject to, among other things, the fulfilment or waiver by the Offeror of the condition that the Tender Offer has been validly accepted with respect to Shares representing, together with any Shares otherwise held by the Offeror, more than 50 percent of the Shares and voting rights carried by the Shares (the “Minimum Acceptance Condition”). As the Minimum Acceptance Condition and all other conditions to completion have been satisfied, the Offeror will complete the Tender Offer in accordance with its terms and conditions.
Andreas Müller, CEO of GF, comments:
“We are pleased that we achieved over 90 percent of the Shares in Uponor during the Tender Offer for Uponor’s shareholders. This shows that our goal of becoming a global leader in sustainable water and flow solutions has been well received.
I would like to sincerely thank all Uponor’s shareholders, especially the largest shareholder Oras Invest, for their trust in GF. We look forward to the continued, accelerated implementation of the GF Piping Systems’ strategy and to a successful future together with Uponor and its employees.”
The offer price will 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 actual time of receipt of the payment will depend on the schedules of money transactions between financial institutions.
In order to allow also the remaining shareholders the possibility to accept the Tender Offer, the Offeror has decided to commence a subsequent offer period for the Shares in accordance with the terms and conditions of the Tender Offer (the “Subsequent Offer Period”). The Subsequent Offer Period will commence on November 7, 2023 at 9:30 a.m. (Finnish time) and expire on November 21, 2023 at 4:00 p.m. (Finnish time). During the Subsequent Offer Period, the Tender Offer can be accepted in accordance with the acceptance procedure described in the terms and conditions of the Tender Offer. All acceptances will be binding and cannot be withdrawn. Further instructions can be obtained from Skandinaviska Enskilda Banken AB (publ), Helsinki Branch (“SEB”) by UponorOffer@seb.fi.
The Offeror will announce the preliminary percentage of the Shares validly tendered during the Subsequent Offer Period on or about November 22, 2023, and the final percentage on or about November 27, 2023. The offer price will be paid to each shareholder who has validly accepted, and not validly withdrawn, the Tender Offer during the Subsequent Offer Period on or about December 4, 2023. The actual time of receipt of the payment by will depend on the schedules of money transactions between financial institutions.
It is the Offeror’s intention to acquire all the Shares and to apply for the Shares to be delisted from Nasdaq Helsinki Ltd (“Nasdaq Helsinki”) as soon as permitted and reasonably practicable under the applicable laws and regulations and the rules of Nasdaq Helsinki. As the Offeror’s ownership in Uponor will exceed 90 percent of the Shares and voting rights carried by the Shares after the settlement of the Shares tendered in the Tender Offer, the Offeror intends to initiate compulsory redemption proceedings to acquire the remaining Shares in accordance with the Finnish Companies Act.
The Offeror may acquire Shares on or after the date of this release in public trading on Nasdaq Helsinki Ltd or otherwise.
Advisors
UBS AG acts as financial advisor to GF in connection with the Tender Offer and 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.
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.