HELSINKI–(BUSINESS WIRE)–#Aliaxis–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 ANY OTHER JURISDICTION IN WHICH THE POTENTIAL TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW. FOR FURTHER INFORMATION, PLEASE SEE SECTION ENTITLED “IMPORTANT INFORMATION” BELOW.
On 17 April 2023, Aliaxis chose to fully disclose its non-binding intention to make an all-cash public tender offer for all issued and outstanding shares in Uponor Corporation at the indicative offer price of EUR 25.00 per share (the “Potential Offer”), subject to, among others, the opportunity to conduct a short confirmatory due diligence to its satisfaction and the Board of Directors of Uponor recommending to the shareholders of Uponor that they accept the Potential Offer, if made.
Aliaxis has taken note of the rejection of its Potential Offer by the Board of Directors of Uponor on 26 April 2023 and accordingly, the conditions for proceeding with the Potential Offer set out in Aliaxis’ intention release are not met.
Aliaxis reiterates its firm view that the Potential Offer would have been the best way to deliver immediate de-risked value to all shareholders with a significant and fair premium.
Aliaxis remains committed to its investment in Uponor and remains convinced that a potential combination of our two companies would be for the benefit of all stakeholders. As the second largest shareholder of Uponor, Aliaxis is a responsible long-term industrial investor.
ABOUT ALIAXIS
Aliaxis has a long-standing, unique and entrepreneurial history that has seen a family business grow into a global leader. We design sustainable, easy to install, and innovative solutions to address the world’s water challenges and accelerate the transition to clean energy. Thanks to our 15,000+ employees, our pipes and fitting systems meet our customers’ most demanding needs for the building, infrastructure, industrial and agriculture sectors. Headquartered in Brussels and operating in over 40 countries, Aliaxis is active through trusted local brands and generated EUR 4.3 billion revenue in 2022.
Aliaxis has embarked on a positive and ambitious journey with its Growth with Purpose strategy. Together with our teams around the world, we strive to reach our targets for sustainability, innovation and overall performance by 2025 and beyond.
MEDIA INQUIRIES
For further information, please see the dedicated website: https://potentialoffer.aliaxis.com/
IMPORTANT INFORMATION
THIS RELEASE DOES NOT CONSTITUTE A PUBLIC TENDER OFFER, AND ANY SUCH OFFER, IF MADE, MAY ONLY BE ACCEPTED PURSUANT TO A TENDER OFFER DOCUMENT APPROVED BY THE FINNISH FINANCIAL SUPERVISORY AUTHORITY. THERE CAN BE NO GUARANTEE THAT ALIAXIS’ NON-BINDING INTENTION WILL EVENTUALLY LEAD TO ANY AGREEMENT BETWEEN ALIAXIS AND UPONOR OR TO THE MAKING OF THE POTENTIAL OFFER, OR AS TO THE OFFER PRICE, THE TIMING AND TERMS OF ANY SUCH AGREEMENT OR POTENTIAL OFFER. THE TERMS OF THE POTENTIAL OFFER, IF ANNOUNCED, INCLUDING THE OFFER PRICE, MAY DIFFER SUBSTANTIALLY FROM THOSE SET OUT IN THE INTENTION RELEASE OR THIS RELEASE.
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 ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.
Information to shareholders in the United States
Shareholders in the United States are advised that the shares in Uponor are not listed on a U.S. securities exchange and that Uponor is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the “SEC”) thereunder.
If the Potential Offer is made, it will be made for the issued and outstanding shares in Uponor, which is domiciled in Finland, and is subject to Finnish disclosure and procedural requirements. If the Potential Offer is made, it will be made in the United States pursuant to Section 14(e) and Regulation 14E under the Exchange Act, and otherwise in accordance with the disclosure and procedural requirements of Finnish law, including with respect to the timetable, settlement procedures, withdrawal, waiver of conditions and timing of payments, which are different from those of the United States.
To the extent permissible under applicable law or regulations, Aliaxis and its affiliates or its brokers and its brokers’ affiliates (acting as agents for Aliaxis or its affiliates, as applicable) may from time to time, and other than pursuant to any tender offer that may be made by Aliaxis for Uponor, directly or indirectly, purchase or arrange to purchase, shares in Uponor or any securities that are convertible into, exchangeable for or exercisable for such shares. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. To the extent information about such purchases or arrangements to purchase is made public in Finland, such information will be disclosed by means of a press release or other means reasonably calculated to inform U.S. shareholders of Uponor of such information. In addition, the financial advisers to Aliaxis and its affiliates may also engage in ordinary course trading activities in securities of Uponor, which may include purchases or arrangements to purchase such securities. To the extent required in Finland, any information about such purchases will be made public in Finland in the manner required by Finnish law.
Neither the SEC nor any U.S. state securities commission has passed any comment upon the adequacy, accuracy or completeness of the disclosure in this release. Any representation to the contrary is a criminal offence in the United States.
It may be difficult for Uponor’s shareholders to enforce their rights and any claims they may have arising under the U.S. federal securities laws, since Aliaxis and Uponor are located in non-U.S. jurisdictions, and some or all of their respective officers and directors may be residents of non-U.S. jurisdictions. Uponor’s shareholders may not be able to sue Aliaxis or Uponor or their respective officers or directors in a non-U.S. court for violations of the U.S. federal securities laws. It may be difficult to compel Aliaxis and Uponor and their respective affiliates to subject themselves to a U.S. court’s judgment.
Forward-looking statements
This release contains statements that, to the extent they are not historical facts, constitute “forward-looking statements”. Forward-looking statements include statements concerning plans, expectations, projections, objectives, targets, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions, competitive strengths and weaknesses, plans or goals relating to financial position, future operations and development, business strategy and the trends in the industries and the political and legal environment and other information that is not historical information. In some instances, they can be identified by the use of forward-looking terminology, including the terms “believes”, “intends”, “may”, “will” or “should” or, in each case, their negative or variations on comparable terminology. By their very nature, forward-looking statements involve inherent risks, uncertainties and assumptions, both general and specific, and risks exist that the predictions, forecasts, projections and other forward-looking statements will not be achieved. Given these risks, uncertainties and assumptions, investors are cautioned not to place undue reliance on such forward-looking statements. Any forward-looking statements contained herein speak only as at the date of this release.
Disclaimer
Morgan Stanley & Co. International plc (“Morgan Stanley”), which is authorized by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively as financial adviser to Aliaxis and no one else in connection with the Potential Offer. In connection with such matters, Morgan Stanley, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to anyone other than Aliaxis for providing the protections afforded to clients of Morgan Stanley nor for providing advice in connection with the Potential Offer, the contents of this release or any matter referred to herein.
Contacts
International – FGS Global
Xavier Mas
+33 (0)6 82 52 76 42
[email protected]
Finland – Miltton
Jenny Kestilä
+358 (0)50 615 33
[email protected]
Aliaxis
Annamaija Bergius
+32 (0) 478516811
[email protected]
