Aliaxis Reiterates Its Long-Term Interest as Uponors Second Largest Shareholder With a 20.05 Percent Ownership
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HELSINKI--(BUSINESS WIRE)--May 15, 2023--
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.
Aliaxis has quadrupled its share ownership in Uponor from 5.0 percent on 14 April 2023 to 20.05 percent on 12 May 2023.
Since its last threshold announcement on 24 April 2023, Aliaxis has purchased shares exclusively from institutional investors at a price of EUR 25.00 per share, representing a premium of 50.2 percent compared to the closing price (EUR 16.64) of the Uponor share on the official list of Nasdaq Helsinki on 13 April 2023, the last unaffected closing price prior to Aliaxis reaching a 5.0 percent stake in Uponor.
Aliaxis currently holds 14,677,424 shares from the total of 73,206,944 issued shares in Uponor.
Aliaxis confirms acting as a long-term industrial investor in Uponor.
Aliaxis has on 12 May 2023 reached a total shareholding of 14,677,424 shares in Uponor Corporation, representing approximately 20.05 percent of the total number of issued shares in Uponor which is 73,206,944 shares (including treasury shares).
Following Uponors Board of Directors rejection of Aliaxis non-binding intention to make a public tender offer for Uponor on 26 April 2023, the conditions for proceeding with the potential offer set out in Aliaxis intention release dated 17 April 2023 are not met and Aliaxis confirms there are no ongoing discussions with Uponors Board of Directors or any of its representatives.
Aliaxis reiterates its long-term interest in Uponor. 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 long-term industrial investor.
As and to the extent permitted by applicable laws and regulations, Aliaxis reserves the right to acquire further shares in Uponor in public trading on Nasdaq Helsinki or otherwise before, during or after the date of this release.
Eric Olsen, CEO of Aliaxis, comments:
In less than a month, Aliaxis became Uponors second largest shareholder, increasing our stake from 5.0 percent on 14 April 2023 to 10.6 percent on 21 April 2023 and then to 20.05 percent on 12 May 2023. This increased investment demonstrates our commitment to act as a long-term industrial investor in Uponor.
Aliaxis repeatedly chose to be transparent with all shareholders. As such, since we took note of the rejection of Aliaxis potential offer by Uponors Board of Directors on 27 April 2023, we confirm that there are no ongoing discussions withthe Board of Directors of Uponor or any of its representatives at present.
Our sector is in critical need of significant investment for the benefit of all stakeholders and communities around the world. At Aliaxis, we remain determined to accelerate access to sustainable water solutions, and we will continue to assess relevant market opportunities as part of our growth strategy.
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 worlds 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
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 engag
Monday, May 15, 2023 at 6:00 am