Final result of the subsequent offer period of GF's voluntary recommended public cash tender offer for all shares in Uponor

Uponor Corporation, Stock Exchange Release, November 27, 2023, 7.05 p.m. EET

Final Result of the Subsequent Offer Period of GF’s Voluntary Recommended Public Cash Tender Offer for All Shares in Uponor

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.

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). The subsequent offer period of the Tender Offer in accordance with the terms and conditions of the Tender Offer (the “Subsequent Offer Period”) commenced on November 7, 2023 at 9:30 a.m. (Finnish time) and expired on November 21, 2023 at 4:00 p.m. (Finnish time).

As announced by the Offeror, according to the final result of the Subsequent Offer Period, 2,432,047 Shares were tendered during the Subsequent Offer Period representing approximately 3.3 percent of all the Shares and voting rights carried by the Shares (excluding shares held by Uponor or any of its subsidiaries). The Shares tendered during the Subsequent Offer Period, together with the Shares tendered during the initial offer period as well as together with the Shares otherwise acquired by the Offeror, represent approximately 97.1 percent of all the Shares and voting rights carried by the Shares on a fully diluted basis.

The Offer Price will be paid to each shareholder who has validly accepted the Tender Offer during the Subsequent Offer Period in accordance with the terms and conditions of the Tender Offer. The actual time of receipt of the payment by the shareholder will depend on the schedules for payment transactions between financial institutions and agreement between the holder and account operator, custodian or nominee in each case.