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