Inside information

Uponor Corporation rejects Aliaxis´ public tender offer to acquire all shares in Uponor

Uponor Corporation, Inside Information, 22 May 2023 at 6.00 pm EEST

Inside information: Uponor Corporation rejects Aliaxis´ public tender offer to acquire all shares in Uponor

Uponor Corporation (“Uponor” or the “Company”) notes that Aliaxis S.A./NV (“Aliaxis” or the “Offeror”) has on 22 May 2023 announced a public tender offer (through a subsidiary Unari Holding Oy) to acquire all shares in Uponor at an offer price of EUR 25.75 per share (the “Tender Offer”). The offer price represents a premium of approximately 48.9 percent compared to the closing price of the Uponor share on the official list of Nasdaq Helsinki on 14 April 2023 (EUR 17.29), the closing price prior to Aliaxis’ announcement on 17 April 2023 of its non-binding intention to make an all cash public tender offer for Uponor (the “Non-binding Intention”). Uponor notes that the offer price included in the Tender Offer of EUR 25.75 represents an increase of 3.0 percent to the offer price of EUR 25.00 included in the Non-binding Intention and is below the closing price of the Uponor share on the official list of Nasdaq Helsinki on 19 May 2023 (EUR 26.38).

The Tender Offer is conditional on, among other, the offer resulting in the Offeror and its concert parties holding more than 50 percent of the shares of Uponor. The completion of the Tender Offer includes further conditions typical for these types of transactions, including receipt of all necessary regulatory approvals and that any conditions set out in such approvals are, in each case, satisfactory to the Offeror (i.e. not materially adverse to the Offeror, the Company or their respective affiliated entities). The completion of the Tender Offer is not conditional on financing, or the Board of Directors of Uponor recommending to the shareholders of Uponor that they accept the Tender Offer or on Uponor entering into a combination agreement with the Offeror.

According to Aliaxis, the offer period under the Tender Offer is expected to commence on or about 21 June 2023 and to initially expire on or about 29 August 2023. Based on currently available information, Aliaxis expects the Tender Offer to be completed early in the fourth quarter of 2023.

Aliaxis has stated that it currently holds 20.16 percent of the issued and outstanding shares in Uponor (excluding treasury shares).

The board of directors of Uponor (the “Board”) has concluded that the offer price of EUR 25.75 per share in the Tender Offer does not reflect the Company’s value and long-term prospects and it is therefore not in the best interest of its shareholders. Therefore, the Board has unanimously decided to reject the offer price included in the Tender Offer as insufficient and not to engage with the Offeror. It is noted that Board Chair Annika Paasikivi has recused herself from participating in the Board assessment and decision-making in the matter.