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.
The Board will evaluate and pursue further strategic proposals it receives based on the best interest of Uponor’s shareholders. Uponor refers to its announcement on 16 May 2023 stating that the Company is exploring strategic alternatives and has received indications of interest from other parties in relation to potential strategic transactions and confirms indicative discussions in this regard. The Board is currently assessing whether such approaches could result in outcomes that would be in the best interest of the shareholders of Uponor.
Hans Sohlström, head of the board committee preparing the matter, states: “The Board unanimously concludes Aliaxis’ current offer is insufficient in light of the company’s value and its future prospects. As we have mentioned previously, the board has received other indications of interest and is currently investigating the company’s strategic alternatives in this regard. We are looking to secure the best outcome for the company’s shareholders.”
There can be no assurance that the Board’s work will lead to a tender offer or any other transaction.
Uponor will release further information at an appropriate time.
Board member chairing the board ad hoc committee
Senior Vice President, Corporate Communications and IR
Tel. +358 (0)20 129 2821
Uponor in brief
Uponor is a leading global provider of solutions that efficiently and effectively move water through cities, buildings, and homes. We help 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. Our safe drinking water, energy-efficient radiant heating and cooling systems, and reliable infrastructure solutions are sold in more than 80 countries. Uponor employs about 3,900 professionals in 26 countries in Europe and North America. In 2022, the company’s net sales totalled approximately €1.4 billion. Uponor Corporation is based in Finland and listed on Nasdaq Helsinki. www.uponorgroup.com
To view this piece of content from www.globenewswire.com, please give your consent at the top of this page.
To view this piece of content from ml-eu.globenewswire.com, please give your consent at the top of this page.
About GlobeNewswire by notified
One Liberty Plaza - 165 Broadway
NY 10006 New York
GlobeNewswire by notified is one of the world's largest newswire distribution networks, specializing in the delivery of corporate press releases financial disclosures and multimedia content to the media, investment community, individual investors and the general public.
Subscribe to releases from GlobeNewswire by notified
Subscribe to all the latest releases from GlobeNewswire by notified by registering your e-mail address below. You can unsubscribe at any time.
Latest releases from GlobeNewswire by notified
GOGL - Transition of Chief Executive Officer1.6.2023 08:50:00 CEST | Press release
Golden Ocean Group Limited. (the "Company" or "Golden Ocean") (Nasdaq and OSE: GOGL) today announced that Ulrik Andersen, Chief Executive Officer of Golden Ocean Management AS, has decided to step down from his position. The Board has appointed Lars-Christian Svensen, Golden Ocean’s Chief Commercial Officer, to take the role as Interim Chief Executive Officer of Golden Ocean Management AS. Lars-Christian has a solid background within the industry and a profound understanding of the Company and its organization. The Board is confident that this new appointment will ensure a successful and seamless transition of the role. Mr. Andersen will be available for the company till September 1st, 2023. "I would like to thank Ulrik for his contribution to Golden Ocean. He has led the Company through a period of fleet growth and fleet renewal. I wish Ulrik success in his future endeavours," said Ola Lorentzon, Chairman of Golden Ocean. Ulrik Andersen commented: "I would like to express my gratitude
Stor udvidelse med nyt container depot og fordoblet kapacitet i Syd Vietnam1.6.2023 08:43:14 CEST | Press release
Investor nyhed nr. 04 Fordobling af Erria Container Servicesi Ho Chi Minh City Vi er begejstrede for at meddele, at Erria Container Services (ECS) har etableret et 40.000 m2 stort ’Inland Container Depot’ (ICD) i Bien Dong, som er Ho Chi Minh Citys travle ’Industrial Zone’. Det nye ICD er udstyret med topmoderne faciliteter og avanceret teknologi, der er designet til at imødekomme de krævende behov i nutidens globale logistikindustri. Inland Container Depot med strategisk beliggenhed Depotet vil have omfattende lagerplads, moderne håndteringssystemer og avancerede sikkerhedsforanstaltninger for at sikre, at containere opbevares sikkert og i overensstemmelse med internationale standarder. Det nye depot vil markant styrke vores logistiknetværk, og vil forbedre vores evne til at levere effektive og pålidelige logistikløsninger. Vores mål er at sikre hurtig og pålidelig håndtering af containere, reducere omkostninger og forbedre effektiviteten i hele forsyningskæden. Den strategiske beligg
Storaktionærmeddelelse i henhold til lov om kapitalmarkeder – BI Boligejendomme A/S1.6.2023 08:39:15 CEST | pressemeddelelse
København Ø, June 01, 2023 (GLOBE NEWSWIRE) -- BI Asset Management Fondsmæglerselskab A/S er kapitalforvalter for Kapitalforeningen KI og Værdipapirfonden Optima, som har den direkte besiddelse af aktiekapital i selskabet BI Boligejendomme A/S på hhv. 1,6 % og 3,7 %. Besiddelse af aktiekapital og stemmerettigheder er ændret som følge af gennemført kapitalnedsættelse offentliggjort pr. 26. maj 2023. Ved denne storaktionærmeddelelse kan det oplyses, at BI Asset Management Fondsmæglerselskab A/S har stemmerettigheder på 5,3 % svarende til 450.300 stk. aktier i BI Boligejendomme A/S. Ingen aktionær kan dog på egne vegne eller som fuldmægtig udøve stemmeret for mere end 5 % af stemmerne på den enhver tid værende aktiekapital. Med venlig hilsen BI Boligejendomme A/S Ole Mikkelsen Direktør BI Management A/S Martin Fjordlund Smidt Direktør
Scatec closes transaction to divest Upington solar plants in South Africa1.6.2023 08:30:00 CEST | Press release
Oslo/Cape Town 1 June 2023: Scatec ASA, a renewable energy frontrunner in emerging markets, today closed the previously announced transaction to divest the Upington solar plants in South Africa. The gross consideration for divestment of Scatec’s 42% equity-share in the 258-megawatt (MW) plants is ZAR 973 million (NOK 546 million). As previously communicated the proceeds will be recycled into new investments within renewable energy. “We are very pleased to secure a value accretive transaction, in line with our strategy to optimise our portfolio and recycle capital. South Africa remains a focus market for us, and we will continue to build scale through new investments in the country. I would like to thank all parties involved in the transaction,” says Scatec CEO Terje Pilskog The net accounting gain is estimated to be NOK 791 million on a consolidated basis and NOK 348 million on a proportionate basis. The difference is primarily explained by the D&C margin related to the projects which
The board and management of Terranet subscribe in the ongoing rights issue1.6.2023 08:30:00 CEST | Press release
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, HONG KONG, JAPAN, SINGAPORE, SOUTH AFRICA, SOUTH KOREA OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR ANY OTHER MEASURES. PLEASE REFER TO IMPORTANT INFORMATION AT THE END OF THE PRESS RELEASE. Members of Terranet AB's board and management intend to subscribe in the ongoing rights issue. Göran Janson intends to subscribe for all his held rights, whilst Torgny Hellström and Magnus Andersson will subscribe with rights transferred to them by Anders Blom. Further, Anders will subscribe privately for his remaining rights, in addition to the subscription commitment of SEK 13.0 million that Anders has made through Maida Vale Capital AB. Terranet has received commitments from the following persons who intend to subscribe in the Company's ongoing rights issue, privately or thro